Common use of Mutual Releases Clause in Contracts

Mutual Releases. a. As of the Closing Date, each of the 1847 Parties on behalf of itself, and its respective officers, directors, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Related Party” and collectively, the “1847 Related Parties”), releases, remises, and forever discharges each of the Xxxxxxxx Parties, and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Released Party” and collectively, the “Xxxxxxxx Released Parties”) from any and all Claims that such 1847 Related Party now has or has ever had against the respective Xxxxxxxx Released Parties (each an “1847 Claim” and collectively, the “1847 Claims”), whether arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing Date; provided, however, that 1847 Claims shall not include, and nothing contained herein shall operate to release, (i) any obligations of any Party hereto relating to this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the 1847 Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitration. b. As of the Closing Date, each of Xxxxxxxx Parties, on behalf of himself or itself, and his or its respective officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Related Party” and collectively, the “Xxxxxxxx Related Parties”), releases, remises, and forever discharges each of the 1847 Parties and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Released Party” and collectively, the “1847 Released Parties”) from any and all Claims that such Xxxxxxxx Related Party now has or has ever had against the respective 1847 Released Parties (each a “Xxxxxxxx Claim” and collectively, the “Xxxxxxxx Claims”), whether arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing Date; provided, however, that Xxxxxxxx Claims shall not include, and nothing contained herein shall operate to release, (i) any obligations of any party hereto relating to this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other document contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the Xxxxxxxx Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitration.

Mutual Releases. a. As of (a) If the Closing Dateoccurs, each of the 1847 Parties Seller executing this Agreement, on behalf of a several basis, for itself, and its successors, personal representatives and assigns, as the case may be, hereby irrevocably releases and forever discharges Holdco, Enginetics, the Buyer and each of their respective officers, past and present officers and directors, agentsas the case may be (each, employees, attorneys, members, managers, successors, and assigns (each an a “1847 Related Released Party” and collectively, the “1847 Related Parties”), releases, remises, and forever discharges each of the Xxxxxxxx Parties, and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Released Party” and collectively, the “Xxxxxxxx Released Parties”) from any and all Claims that such 1847 Related Party now has claims and liabilities based upon or has ever had against the respective Xxxxxxxx Released Parties (each an “1847 Claim” and collectivelyrelated to any fact, the “1847 Claims”)thing, whether act, event, happening, inaction or omission with respect to, arising contemporaneously with out of, or attributable to a period prior to the Closing Date related to Holdco or on account of Enginetics, in law or arising out of any matterequity, causeknown or unknown, vested or contingent, suspected or unsuspected, and whether 58 or not concealed or hidden, which ever have or may have existed, or event occurring contemporaneously with which do exist, that may now or prior to hereafter at any time be made or brought against a Released Party by the Closing DateSeller; provided, however, that 1847 Claims this release shall not include, and nothing contained herein shall operate apply to release, (i) any obligations acts or omissions that constitute fraud or willful misconduct on the part of any Party hereto relating to this AgreementReleased Party, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or (ii) claims for indemnification or payment of defense costs arising under any Claim(sof Holdco’s organizational documents, (iii) that arise claims or rights under any employee benefit plan or any Contract between Holdco and such Seller in effect as of the Closing, (iv) rights or coverage under insurance policies, (v) claims against any Released Party based upon, related to, arising out of or relate attributable to this Agreement or any misrepresentation Ancillary Agreement and (vi) claims for compensation and reimbursement of expenses made in the ordinary course of business by a Seller who is an employee of Holdco or breach of any covenant under this AgreementEnginetics. (b) If the Closing occurs, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the 1847 Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitration. b. As of the Closing Date, each of Xxxxxxxx PartiesBuyer, on behalf of himself or itselfitself and its wholly-owned subsidiary, Holdco, hereby irrevocably releases and his or its respective officers, directors, agents, employees, attorneys, members, managers, executorsforever discharges the Sellers and their successors, personal representativesrepresentatives and assigns, trusteesas the case may be (each, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Related Seller Released Party” and collectively, the “Xxxxxxxx Related Parties”), releases, remises, and forever discharges each of the 1847 Parties and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Released Party” and collectively, the “1847 Released Parties”) from any and all Claims that such Xxxxxxxx Related Party now has claims and liabilities based upon or has ever had against the respective 1847 Released Parties (each related to any fact, thing, act, event, happening, inaction or omission with respect to, arising out of, or attributable to a “Xxxxxxxx Claim” and collectively, the “Xxxxxxxx Claims”), whether arising contemporaneously with period at or prior to the Closing Date of whatever kind or on account of nature, in law or arising out of any matterequity, causeknown or unknown, vested or contingent, suspected or unsuspected, and whether or not concealed or hidden, which ever have or may have existed, or event occurring contemporaneously with which do exist, that may now or prior to hereafter at any time be made or brought against a Seller Released Party by Holdco or the Closing DateBuyer; provided, however, that Xxxxxxxx Claims this release shall not include, and nothing contained herein shall operate apply to release, (i) any obligations acts or omissions that constitute fraud or willful misconduct on the part of any party hereto relating to this AgreementSeller Released Party, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or and (ii) claims against any Claim(s) that arise Seller Released Party based upon, related to, arising out of or relate attributable to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, Agreement or any other document contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the Xxxxxxxx Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the ArbitrationAncillary Agreement.

Mutual Releases. a. As (a) In consideration of the Closing Datedelivery of the Company Stock and the payment of the Purchase Price, the Seller and his heirs, successors and assigns, on the one hand, and Buyer and each of the 1847 Parties on behalf it subsidiaries and all of itself, and its their respective officers, directors, agents, and employees, attorneys, members, managers, successors, and assigns on the other hand (each an “1847 Related Party” and collectively, the “1847 Related Parties”"RELEASERS"), releaseshereby fully, remises, finally and unconditionally and forever discharges each release, discharge and forgive, the other Releasers and all of the Xxxxxxxx Parties, and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiariessuccessors and assigns, successors, and assigns (each a “Xxxxxxxx Released Party” and collectively, the “Xxxxxxxx Released Parties”) from any and all Claims that such 1847 Related Party claims, allegations, complaints, proceedings, charges, actions, causes of action, demands, debts, covenants, contracts, liabilities or damages of any nature whatsoever, whether now has known or has ever had claimed, to whomever made, which they had, have or may have against the respective Xxxxxxxx Released Parties (each an “1847 Claim” and collectivelyother Releasers for or by reason of any cause, the “1847 Claims”)nature or thing whatsoever, whether arising contemporaneously with or prior up to the Closing Date or on account effective date of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing Date; provided, however, that 1847 Claims shall not include, and nothing contained herein shall operate to release, (i) any obligations of any Party hereto relating to this Agreement, known or unknown; PROVIDED, HOWEVER, that nothing in this paragraph 7(a) shall affect, impair or release or discharge any claim arising under or in connection with this Agreement. (b) As of the date of, and upon execution of this Agreement and its waiver and release of all claims, the Releasers covenant, represent and warrant each to the other Transaction Documentsthat they have not asserted and will not assert, threaten or commence any claim, allegation, action, complaint or proceeding against the other Releasers or any of them by reason of any cause, matter or thing released pursuant to Section 7(a). If any Releaser should, after the execution of the Agreement make, pursue, prosecute, or threaten to make any claim or allegation, or pursue or commence or threaten to commence any claim, action, complaint or proceeding against the other, or any of them, for or by reason of any cause, matter or thing whatsoever released pursuant to Section 7(a), this Agreement may be raised as, and shall constitute, a complete bar to any such claim, allegation, action, complaint or proceeding, and the party against whom any such claim is asserted shall be entitled to recover from the other documentparty all reasonable costs incurred by virtue of defending same, instrument including reasonable attorneys' fees and expenses, without altering or agreement contemplateddiminishing the effectiveness of the release provisions provided under Section 7(a); PROVIDED, executedHOWEVER, that nothing in this Section 7(b) shall limit any Releaser, individually or delivered collectively, from bringing any claim arising under or in connection with any this Agreement. Each Releaser represents that, as of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach date hereof, they have no knowledge of any covenant under this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the 1847 Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitration. b. As of the Closing Date, each of Xxxxxxxx Parties, on behalf of himself or itself, and his or its respective officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Related Party” and collectively, the “Xxxxxxxx Related Parties”), releases, remises, and forever discharges each of the 1847 Parties and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Released Party” and collectively, the “1847 Released Parties”) from any and all Claims that such Xxxxxxxx Related Party now has or has ever had basis for claims against the respective 1847 Released Parties (each a “Xxxxxxxx Claim” and collectively, the “Xxxxxxxx Claims”), whether arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing Date; provided, however, that Xxxxxxxx Claims shall not include, and nothing contained herein shall operate to release, (i) any obligations of any party hereto relating to this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other document contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the Xxxxxxxx Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitrationother.

Mutual Releases. a. As of the Closing Date(a) Teva, each of the 1847 Parties on behalf of itself, for itself and its respective officerspast and present parents, subsidiaries, affiliates, directors, agentsmanagers, officers, shareholders, employees, attorneys, membersagents, representatives, predecessors, successors and assigns, hereby fully and forever releases and discharges Allergan and its past and present parents, subsidiaries, affiliates, directors, managers, successors, and assigns (each an “1847 Related Party” and collectively, the “1847 Related Parties”), releases, remises, and forever discharges each of the Xxxxxxxx Parties, and their respective affiliates, subsidiaries, parentsofficers, shareholders, officers, directors, agents, employees, attorneys, membersagents, managers, executors, personal representatives, trusteespredecessors, heirssuccessors and assigns, beneficiariesfrom any and all claims, successorscounterclaims, demands, damages, debts, liabilities, attorneys’ fees, actions, causes of action, obligations and demands whatsoever, whether fixed or contingent, at law or in equity, and assigns now known or unknown (each each, a “Xxxxxxxx Released Party” and Claim”), (i) arising from or in any way relating to (A) the Working Capital Dispute, (B) the Teva Indemnification Claims (except for any Liabilities or Losses arising from the Third Party Claims listed on Exhibit B hereto or arising from any other Third Party Claim, in each case to the extent such Liabilities or Losses are based upon branded opioid drugs of the Retained Business that are not Products), (C) the Teva Agreed Liabilities, (D) any breach or alleged breach by Allergan of any representation or warranty contained in the MPA, (E) any breach or alleged breach by Allergan of any covenant in the MPA that was intended to be performed by Allergan or its Affiliates on or prior to the Closing, (F) any breach or alleged breach by Allergan prior to the date hereof of any covenant in the MPA that was intended to be performed by Allergan or its Affiliates after the Closing (an “Allergan Post-Closing, Pre-Settlement Covenant Breach”) other than any Allergan Post-Closing, Pre-Settlement Covenant Breach the material underlying facts of which are unknown to Teva as of the date hereof or (G) the historical financial statements of the Business or the Transferred Group, including any Claim that such financial statements do not comply with U.S. GAAP or any other applicable accounting standards or Laws, or (ii) for any Losses resulting from any potential Claims that are referenced in the Submissions (collectively, the “Xxxxxxxx Teva Released PartiesClaims”). (b) Allergan, for itself and its past and present parents, subsidiaries, affiliates, directors, managers, officers, shareholders, members, employees, attorneys, agents, representatives, predecessors, successors and assigns, hereby fully and forever releases and discharges Teva and its past and present parents, subsidiaries, affiliates, directors, managers, officers, shareholders, employees, attorneys, agents, representatives, predecessors, successors and assigns, from any and all Claims (i) arising from or in any way relating to (A) the Working Capital Dispute, (B) the Direct Claims specified in the November 2017 Notice, (C) the Third Party Claims for indemnification listed on Exhibit C hereto, (D) any breach or alleged breach by Teva of any representation or warranty contained in the MPA, (E) any breach or alleged breach by Teva of any covenant in the MPA that such 1847 Related Party now has was intended to be performed by Teva or has ever had against the respective Xxxxxxxx Released Parties (each an “1847 Claim” and collectively, the “1847 Claims”), whether arising contemporaneously with its Affiliates on or prior to the Closing Date or on account of (F) any breach or arising out of any matter, cause, or event occurring contemporaneously with or alleged breach by Teva prior to the date hereof of any covenant in the MPA that was intended to be performed by Teva or its Affiliates after the Closing Date; provided(a “Teva Post-Closing, howeverPre-Settlement Covenant Breach”) other than any Teva Post-Closing, Pre-Settlement Covenant Breach the material underlying facts of which are unknown to Allergan as of the date hereof, or (ii) for any Losses resulting from any potential Claims that 1847 Claims shall not includeare referenced in the Submissions (collectively, and nothing contained herein shall operate to releasethe “Allergan Released Claims”). (c) Except as provided herein, (i) any obligations Teva shall continue to have rights to indemnification under Section 12.2(a)(ii) and Section 12.2(a)(iii) of any Party hereto relating the MPA; and (ii) Allergan shall continue to this Agreementhave rights to indemnification under Section 12.3(a)(ii), Section 12.3(a)(iii) and Section 12.3(a)(iv) of the other Transaction DocumentsMPA. For the avoidance of doubt, or any other document, instrument or agreement contemplated, executed, or delivered in connection with (i) Teva shall be prohibited from asserting any of the foregoing Teva Released Claims as Claims under Section 12.2(a)(iii) of the MPA, (ii) Allergan shall be prohibited from asserting any of the Allergan Released Claims as Claims under Section 12.3(a)(iii) or Section 12.3(a)(iv) of the MPA and (iii) the rights and obligations of the Parties under Section 9.1 of the MPA shall remain in effect. (d) The Parties acknowledge that the releases in this Agreement may include a release of claims, counterclaims, demands, damages, debts, liabilities, attorneys’ fees, actions, causes of action, obligations and demands whatsoever, whether fixed or contingent, at law or in equity that are unknown or unsuspected. The Parties hereby waive any common law or statutory doctrine or provision that limits the effect of a release of unknown or unsuspected claims, counterclaims, demands, damages, debts, liabilities, attorneys’ fees, actions, causes of action, obligations and demands whatsoever, whether fixed or contingent, at law or in equity. The releases in this Agreement are to be interpreted as broadly as the law allows. (e) Teva represents and warrants to Allergan that no Buyer Indemnified Party has received any Third Party Claim against a Buyer Indemnified Party other than (i) the Teva Indemnification Claims and (ii) any Claim(s) that arise out of Third Party Claims based upon any branded or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the 1847 Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitrationgeneric opioid drugs. b. As of the Closing Date, each of Xxxxxxxx Parties, on behalf of himself or itself, (f) Allergan represents and his or its respective officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each warrants to Teva that no Seller Indemnified Party has received any Third Party Claim against a “Xxxxxxxx Related Party” and collectively, the “Xxxxxxxx Related Parties”), releases, remises, and forever discharges each of the 1847 Parties and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Released Party” and collectively, the “1847 Released Parties”) from any and all Claims that such Xxxxxxxx Related Seller Indemnified Party now has or has ever had against the respective 1847 Released Parties (each a “Xxxxxxxx Claim” and collectively, the “Xxxxxxxx Claims”), whether arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing Date; provided, however, that Xxxxxxxx Claims shall not include, and nothing contained herein shall operate to release, other than (i) any obligations of any party hereto relating to this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or Allergan Indemnification Claims and (ii) the Third Party Claims listed on Exhibit A or Exhibit B hereto and any Claim(s) that arise out of Third Party Claims based upon any branded or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other document contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the Xxxxxxxx Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitrationgeneric opioid drugs.

Mutual Releases. a. As (a) The Sponsor Parties and each of their respective successors, assigns and executors (each, a “Sponsor Party Releasor”), effective as at the Closing DateAcquisition Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge each of the 1847 Parties on behalf of itself, and its respective officers, directors, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Related Party” and collectively, the “1847 Related Parties”), releases, remises, and forever discharges each of the Xxxxxxxx Company Parties, their respective Subsidiaries (if any) and their respective affiliatessuccessors, subsidiariesassigns, parentsheirs, shareholdersexecutors, officers, directors, agentspartners, employeesmanagers and employees (in each case in their capacity as such) (each, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Released Party” and collectivelySponsor Party Releasee”), the “Xxxxxxxx Released Parties”from (a) from any and all Claims that obligations or duties the Company Parties or any of their respective Subsidiaries (if any) has prior to or as of the Acquisition Effective Time to such 1847 Related Sponsor Party now has Releasor, or has ever had against the respective Xxxxxxxx Released Parties (each an “1847 Claim” b) all claims, demands, liabilities, defenses, affirmative defenses, set-offs, counterclaims, actions and collectively, the “1847 Claims”)causes of action of whatever kind or nature, whether known or unknown, which any Sponsor Party Releasor has prior to or as of the Acquisition Effective Time, against any Sponsor Party Releasee arising contemporaneously with out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Closing Date or Acquisition Effective Time (except in the event of fraud on account the part of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing Datea Sponsor Party Releasee); provided, however, that 1847 Claims shall not include, and nothing contained herein in this Section 6(a) shall operate to release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (i) any obligations of any Party hereto relating to arising under this Sponsor Support Agreement, the other Transaction Documents or the XPAC Articles of Association, including for any amounts owed pursuant to the terms set forth therein, (ii) for indemnification, advancement of expense, exculpation or contribution, in any Sponsor Party Releasor’s capacity as an officer, director or employee of PubCo, (iii) arising under any then-existing insurance policy of PubCo or any of its Subsidiaries (if any), (iv) without prejudice to the provisions of the Transaction Documents, or any other documentpursuant to a contract and/or PubCo policy, instrument or agreement contemplated, executedrelating to reimbursements for reasonable and necessary business expenses incurred prior to the Acquisition Effective Time, or delivered in connection with (v) for any claim for fraud. (b) Each of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the 1847 Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitration. b. As of the Closing Date, each of Xxxxxxxx Parties, on behalf of himself or itself, and his or its respective officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Related Party” and collectively, the “Xxxxxxxx Related Parties”), releases, remises, and forever discharges each of the 1847 Company Parties and their respective affiliatesSubsidiaries (if any) and each of its and their successors, subsidiariesassigns and executors (each, parentsa “Company Party Releasor”), shareholderseffective as at the Acquisition Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge the Sponsor Parties, their respective affiliates and their respective successors, assigns, heirs, executors, officers, directors, agentspartners, employeesmanagers and employees (in each case in their capacity as such) (each, attorneysa “Company Party Releasee”), members, managers, successors, and assigns from (each an “1847 Released Party” and collectively, the “1847 Released Parties”a) from any and all Claims that obligations or duties such Xxxxxxxx Related Company Party now Releasee has prior to or has ever had against as of the respective 1847 Released Parties Acquisition Effective Time to such Company Party Releasor, (each a “Xxxxxxxx Claim” b) all claims, demands, liabilities, defenses, affirmative defenses, set-offs, counterclaims, actions and collectively, the “Xxxxxxxx Claims”)causes of action of whatever kind or nature, whether known or unknown, which any Company Party Releasor has, may have or might have or may assert now or in the future, against any Company Party Releasee arising contemporaneously with out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Closing Date or Acquisition Effective Time (except in the event of fraud on account the part of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing Datea Company Party Releasee); provided, however, that Xxxxxxxx Claims shall not include, and nothing contained herein in this Section 6(b) shall operate to release, (i) any waive, relinquish, discharge or otherwise affect the rights or obligations of any party hereto relating to (i) arising under this Agreement, Sponsor Support Agreement or the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or (ii) for any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other document contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the Xxxxxxxx Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitrationclaim for fraud.

Mutual Releases. a. As Effective as of the Closing DateClosing: (a) Each of Olin and the Purchaser, for itself and each of its Xxxxliates (including the 1847 Parties on behalf Partnership) and each of itselfits and their respective successors and assigns (each, a “Purchaser Releasing Party”) release and absolutely forever discharge PolyOne and its Subsidiaries, and its respective officerseach of their equityholders, Affiliates, directors, agentsofficers, employees, attorneyscontractors, membersconsultants, managersagents and advisors (each, successors, and assigns (each an “1847 Related Party” and collectively, the “1847 Related Parties”), releases, remises, and forever discharges each of the Xxxxxxxx Parties, and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Purchaser Released Party” and collectively, the “Xxxxxxxx Released Parties”) from and against all Purchaser Released Matters. “Purchaser Released Matters” mean any and all Claims claims, demands, damages, debts, liabilities, obligations, costs, expenses (including attorneys’ and accountants’ fees and expenses), actions and causes of action of any nature whatsoever, whether now known or unknown, suspected or unsuspected, that such 1847 Related any Purchaser Releasing Party now has has, or has ever had against at any time previously had, or shall or may have in the respective Xxxxxxxx Released Parties (each future, as an “1847 Claim” and collectivelyequity holder, director, officer, contractor, consultant, employee, agent, advisor of the “1847 Claims”)Partnership or otherwise, whether arising contemporaneously with or prior to the Closing Date or on account of or extent relating to, arising out of or resulting from the Partnership, the Partnership Agreement, the Partnership Guaranties, the Operating Agreement, the Chlorine Sales Agreement, the CSA Letter Agreements or any matter, cause, or event occurring contemporaneously with or prior right relating to any of the Closing Dateforegoing; provided, however, provided that 1847 Claims shall not include, and nothing contained herein shall operate to release, (i) the Purchaser Released Matters shall not include any obligations right of any Purchaser Releasing Party hereto relating to contained in this Agreement, the other Transaction Documents, Agreement and (ii) if Occidental Petroleum Corporation or any other document, instrument of its Affiliates (or agreement contemplated, executed, any successor or delivered in connection with assign of any of the foregoing or (iiwith respect to the Chlorine Sales Agreement) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Agreementbecomes a Seller Releasing Party, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection foregoing release with any of the foregoing, including but not limited respect to the failure of any representation or warranty made not being true and correct in all respects when madeChlorine Sales Agreement shall be void ab initio at such time. Without limiting Notwithstanding the foregoing, the 1847 Related PartiesPurchaser Released Matters shall not include any claims, demands, damages, debts, liabilities, obligations, costs, expenses (including attorneys’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitration. b. As of the Closing Date, each of Xxxxxxxx Parties, on behalf of himself or itself, and his or its respective officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, accountants’ fees and assigns (each a “Xxxxxxxx Related Party” and collectively, the “Xxxxxxxx Related Parties”expenses), releases, remises, actions and forever discharges each causes of the 1847 Parties and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Released Party” and collectively, the “1847 Released Parties”) from action of any and all Claims that such Xxxxxxxx Related Party now has or has ever had against the respective 1847 Released Parties (each a “Xxxxxxxx Claim” and collectively, the “Xxxxxxxx Claims”)nature whatsoever, whether arising contemporaneously with now known or prior unknown, suspected or unsuspected, that any Purchaser Releasing Party has, previously had or may have to the Closing Date or on account of or extent relating to, arising out of any matter, cause, or event occurring contemporaneously with or prior to resulting from the Closing Date; provided, however, that Xxxxxxxx Claims shall not include, and nothing contained herein shall operate to release, (i) any obligations of any party hereto relating to this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other document contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the Xxxxxxxx Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the ArbitrationExcluded Contract.

Mutual Releases. a. As In consideration of the Closing Datepremises and the mutual ---------------- agreements herein contained, each of the 1847 Parties on behalf of itselfSeller hereby irrevocably and unconditionally releases, relinquishes and its respective officersforever discharges Purchaser and LSS and their stockholders, predecessors, successors, assigns, advisors, directors, agents, employees, attorneys, members, managers, successors, officers and assigns (each an “1847 Related Party” and collectively, the “1847 Related Parties”), releases, remises, and forever discharges each of the Xxxxxxxx Parties, and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Released Party” and collectively, the “Xxxxxxxx Released Parties”) employees from any and all Claims that such 1847 Related Party now has claims, demands, actions and causes of actions, known or has ever had against the respective Xxxxxxxx Released Parties (each an “1847 Claim” and collectivelyunknown, the “1847 Claims”), whether arising contemporaneously with or prior relating to the Closing Date or on account of or arising out of the Agreements or the business, financial condition, results of operations or securities of LSS which such Seller may have against any mattersuch released party, causeincluding, but not limited to, any rights arising out of any tort, including any claim of negligence, gross negligence, or event occurring contemporaneously with willful misconduct, or prior any alleged violation of any contract, express or implied, any covenant of good faith and fair dealing, express or implied, or any federal, state or other governmental statute, regulation or ordinance; and Purchaser and LSS hereby irrevocably and unconditionally release, relinquish and forever discharge each Seller and its owners, trustees, partners, stockholders, predecessors, successors, assigns, advisors, directors, officers and employees from any and all claims, demands, actions and causes of actions, known or unknown, relating to or arising out of the Closing DateAgreements or the business, financial condition, results of operations or securities of LSS which Purchaser or LSS may have against any such released party, including, but not limited to, any rights arising out of any tort, including any claim of negligence, gross negligence, or willful misconduct, or any alleged violation of any contract, express or implied, any covenant of good faith and fair dealing, express or implied, or any federal, state or other governmental statute, regulation or ordinance; provided, however, that 1847 Claims shall not includeno party hereto releases, and nothing contained herein shall operate to release, (i) any obligations of any Party hereto relating to this Agreement, the other Transaction Documents, relinquishes or discharges any other documentparty hereto from any claim, instrument demand, action or agreement contemplated, executed, or delivered in connection with any cause of the foregoing or (ii) any Claim(s) that action which may arise out of or relate to any misrepresentation or breach of any covenant under such other party's representations, warranties or agreements contained in this AgreementAssignment, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true Termination and correct in all respects when made. Without limiting the foregoing, the 1847 Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the ArbitrationRelease ("ATR"). b. As of the Closing Date, each of Xxxxxxxx Parties, on behalf of himself or itself, and his or its respective officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Related Party” and collectively, the “Xxxxxxxx Related Parties”), releases, remises, and forever discharges each of the 1847 Parties and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Released Party” and collectively, the “1847 Released Parties”) from any and all Claims that such Xxxxxxxx Related Party now has or has ever had against the respective 1847 Released Parties (each a “Xxxxxxxx Claim” and collectively, the “Xxxxxxxx Claims”), whether arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing Date; provided, however, that Xxxxxxxx Claims shall not include, and nothing contained herein shall operate to release, (i) any obligations of any party hereto relating to this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other document contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the Xxxxxxxx Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitration.

Mutual Releases. a. As of (a) If the Closing Dateoccurs, each of the 1847 Parties Seller executing this Agreement, on behalf of a several basis, for itself, and its successors, personal representatives and assigns, as the case may be, hereby irrevocably releases and forever discharges the Company, the Buyer and each of their respective officers, past and present officers and directors, agentsas the case may be (each, employees, attorneys, members, managers, successors, and assigns (each an a “1847 Related Released Party” and collectively, the “1847 Related Parties”), releases, remises, and forever discharges each of the Xxxxxxxx Parties, and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Released Party” and collectively, the “Xxxxxxxx Released Parties”) from any and all Claims that such 1847 Related Party now has claims and liabilities based upon or has ever had against the respective Xxxxxxxx Released Parties (each an “1847 Claim” and collectivelyrelated to any fact, the “1847 Claims”)thing, whether act, event, happening, inaction or omission with respect to, arising contemporaneously with out of, or attributable to a period prior to the Closing Date related to the Company, in law or on account of equity, known or arising out of any matterunknown, causevested or contingent, suspected or unsuspected, and whether or not concealed or hidden, which ever have or may have existed, or event occurring contemporaneously with which do exist, that may now or prior to hereafter at any time be made or brought against a Released Party by the Closing DateSeller; provided, however, that 1847 Claims this release shall not include, and nothing contained herein shall operate apply to release, (i) any obligations acts or omissions that constitute fraud or willful misconduct on the part of any Released Party, (ii) claims for indemnification or payment of defense costs arising under any of the Company’s Organizational Documents, (iii) claims or rights under any employee benefit plan or any Contract between the Company and such Seller in effect as of the Closing (including the Clay St. Agreement), (iv) rights or coverage under insurance policies, (v) claims against any Released Party hereto relating based upon, related to, arising out of or attributable to this Agreement, the other Transaction DocumentsReal Estate Purchase, the Real Property Lease or any other document, instrument or agreement contemplated, executed, or delivered entered into in connection with any the Contemplated Transactions, and (vi) claims for compensation and reimbursement of expenses made in the ordinary course of business by a Seller who is an employee of the foregoing or Company. (iib) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this AgreementIf the Closing occurs, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the 1847 Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitration. b. As of the Closing Date, each of Xxxxxxxx PartiesBuyer, on behalf of himself or itselfitself and its wholly-owned subsidiary, the Company, hereby irrevocably releases and his or its respective officers, directors, agents, employees, attorneys, members, managers, executorsforever discharges the Sellers and their successors, personal representativesrepresentatives and assigns, trusteesas the case may be (each, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Related Seller Released Party” and collectively, the “Xxxxxxxx Related Parties”), releases, remises, and forever discharges each of the 1847 Parties and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Released Party” and collectively, the “1847 Released Parties”) from any and all Claims that such Xxxxxxxx Related Party now has claims and liabilities based upon or has ever had against the respective 1847 Released Parties (each related to any fact, thing, act, event, happening, inaction or omission with respect to, arising out of, or attributable to a “Xxxxxxxx Claim” and collectively, the “Xxxxxxxx Claims”), whether arising contemporaneously with period at or prior to the Closing Date of whatever kind or on account of nature, in law or arising out of any matterequity, causeknown or unknown, vested or contingent, suspected or unsuspected, and whether or not concealed or hidden, which ever have or may have existed, or event occurring contemporaneously with which do exist, that may now or prior to hereafter at any time be made or brought against a Seller Released Party by the Closing DateCompany or the Buyer; provided, however, that Xxxxxxxx Claims this release shall not include, and nothing contained herein shall operate apply to release, (i) any obligations acts or omissions that constitute fraud or willful misconduct on the part of any party hereto relating Seller Released Party, and (ii) claims against any Seller Released Party based upon, related to, arising out of or attributable to this Agreement, the other Transaction Documents, Agreement or any other document, instrument or agreement contemplated, executed, or delivered entered into in connection with any of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other document contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the Xxxxxxxx Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the ArbitrationContemplated Transactions.

Mutual Releases. a. As of The parties hereby provide the Closing Date, each of the 1847 Parties on behalf of itself, and its respective officers, directors, agents, employees, attorneys, members, managers, successors, and assigns following releases: (each an “1847 Related Party” and collectively, the “1847 Related Parties”), releases, remises, a) The Company hereby releases and forever discharges each Mix of the Xxxxxxxx Parties, and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Released Party” and collectively, the “Xxxxxxxx Released Parties”) from any and all Claims that such 1847 Related Party now has past, present and future claims, demands, liabilities, judgments and causes of action, at law or has in equity, known or unknown, asserted or unasserted, liquidated or unliquidated, absolute or contingent, accrued or not accrued, which the Company ever had, presently has, might have in the future, claim to have, or claim to have had against Mix arising out of, touching upon, relating to or in any manner connected with: (i) Mix’s affiliation with the respective Xxxxxxxx Released Parties (each an “1847 Claim” and collectively, the “1847 Claims”), whether arising contemporaneously with or Company prior to and including the Closing Date date of this Agreement, including but not limited to his position as an employee, officer and director of the Company; and (ii) the Company or on account the operation and conduct of or arising out of any matter, cause, or event occurring contemporaneously with or the Company’s business prior to and including the Closing Datedate of this Agreement; provided, however, that 1847 Claims shall Mix’s obligation and liability for the observation and performance of this Agreement, the New Stock Option Agreement and the Consulting Agreement is specifically excluded from the foregoing release. (b) Mix hereby releases and forever discharges the Company and its employees, agents, affiliates and representatives (collectively, the “Company Released Parties”) of and from any and all past, present and future claims, demands, liabilities, judgments and causes of action, at law or in equity, known or unknown, asserted or unasserted, liquidated or unliquidated, absolute or contingent, accrued or not includeaccrued, and nothing contained herein shall operate which Mix ever had, presently has, might have in the future, claim to releasehave, or claim to have had against any of the Company Released Parties arising out of, touching upon, relating to or in any manner connected with: (i) any obligations of any Party hereto relating the Company Released Parties’ affiliation with the Company prior to and including the date of this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure any of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoingtheir positions as an employee, the 1847 Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitration. b. As shareholder, officer and/or director of the Closing Date, each of Xxxxxxxx Parties, on behalf of himself Company; (ii) the Company or itself, the operation and his or its respective officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Related Party” and collectively, the “Xxxxxxxx Related Parties”), releases, remises, and forever discharges each conduct of the 1847 Parties Company’s business prior to and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, successors, including the date of this Agreement; and assigns (each an “1847 Released Party” and collectively, the “1847 Released Parties”iii) from any and all Claims that such Xxxxxxxx Related Party now has or has ever had against claims under the respective 1847 Released Parties (each a “Xxxxxxxx Claim” ADEA and collectively, the “Xxxxxxxx Claims”), whether arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing DateMHRA as indicated in Section 5 below; provided, however, that Xxxxxxxx Claims shall not include, obligation and nothing contained herein shall operate to release, (i) any obligations liability of any party hereto relating to the Company for the observation and performance of this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of New Stock Option Agreement and the Consulting Agreement is specifically excluded from the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other document contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the Xxxxxxxx Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitrationrelease.

Mutual Releases. a. As 1.1 Bull Run, Prather, Host and HCI do hereby release and forever discharge Rawlings axx xxxx of the Closing Date, each of the 1847 Parties on behalf of itself, and its respective officers, directors, agentssubsidiaries, employees, attorneys, members, managers, successors, and assigns (each an “1847 Related Party” and collectively, the “1847 Related Parties”), releases, remises, and forever discharges each of the Xxxxxxxx Parties, and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agentsshareholders, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, insurers and assigns (each a “Xxxxxxxx Released Party” and collectively, the “Xxxxxxxx Released Parties”) attorneys from any and all Claims that such 1847 Related Party now has manner of actions and causes of action, suits, debts, judgments, claims and demands whatsoever, in law or has ever had against the respective Xxxxxxxx Released Parties in equity (each an “1847 Claim” and collectively, "Claims"), (a) arising from or related to any acts, omissions or facts existing as of the “1847 Claims”date hereof with respect to the Agreements (including without limitation any breach of any such Agreements), whether arising contemporaneously with known or prior to the Closing Date or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing Date; provided, however, that 1847 Claims shall not includeunknown, and nothing contained herein shall operate to release, (i) any obligations of any Party hereto relating to this Agreement, the other Transaction Documentswhether or not heretofore asserted, or any other documentclaims and causes of action that have been or could have been asserted based upon the Agreements or that are related to the facts at issue in the Agreements, instrument or agreement contemplated, executed, or delivered in connection with and (b) any Claims that any of the foregoing them may have in their capacity as shareholders of Rawlings, including without limitation, actions for breach of duty, shareholder derivative actions or other similar Claims. 1.2 Rawlings does hereby release and forever discharge Bull Run, Prather, Host, Charles Jarvie and HCI and each of their respective subsixxxxxxx, employxxx, xxxxxxxx, directors, shareholders, insurers and attorneys from any and all manner of Claims whatsoever, in law or in equity, (iia) any Claim(s) that arise out of arising from or relate related to any misrepresentation acts, omissions or facts existing as of the date hereof with respect to the Agreements (including, without limitation, any breach of any covenant under this Agreementsuch Agreements), the other Transaction Documentswhether known or unknown, and whether or not heretofore asserted, or any other document, instrument claims and causes of action that have been or agreement contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the 1847 Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted based upon the Agreements or that are related to the facts at issue in the ArbitrationAgreements, and (b) any Claims that Rawlings may have against any of them in their capacities as directors or shareholders of Rawlings, including without limitation, actions for breach of duty or other similar Claims. b. As 1.3 The parties agree that no provision of the Closing Date, each of Xxxxxxxx Parties, on behalf of himself or itself, and his or its respective officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Related Party” and collectively, the “Xxxxxxxx Related Parties”), releases, remises, and forever discharges each of the 1847 Parties and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Released Party” and collectively, the “1847 Released Parties”) from any and all Claims that such Xxxxxxxx Related Party now has or has ever had against the respective 1847 Released Parties (each a “Xxxxxxxx Claim” and collectively, the “Xxxxxxxx Claims”), whether arising contemporaneously with or prior this Settlement Agreement shall be construed to the Closing Date or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing Date; provided, however, that Xxxxxxxx Claims shall not include, and nothing contained herein shall operate to release, (i) any obligations of release any party hereto relating to from liability for breach of this Agreement, the other Transaction Documents, Settlement Agreement or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing terms herein or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant the Standstill Agreement by Bull Run occurring after the date hereof. The parties further agree that no provision of this Settlement Agreement shall operate as a release of Bull Run for its payment obligations under the Investment Agreement which obligations are modified pursuant to Section 5 of this Settlement Agreement, the other Transaction Documents, or any other document contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the Xxxxxxxx Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitration.

Mutual Releases. a. As (a) In consideration of the Closing Date, each of the 1847 Parties on behalf of itselfmutual covenants contained herein, and its subject to all the terms and conditions of this Agreement, ADS, Compec and GTI, their respective current and former officers, directors, agents, employees, attorneys, members, managersagents, successors, and assigns (each an “1847 Related Party” and collectivelyassigns, the “1847 Related Parties”)shareholders, releasesrepresentatives, remises, and forever discharges each of the Xxxxxxxx Parties, and their respective affiliates, subsidiariespredecessors, parents, affiliates and subsidiaries, each and all (the "ADS Releasing Parties") hereby individually and collectively release the Stockholders Representative and the Additional Parties, their respective attorneys, agents, heirs, successors, assigns, shareholders, representatives, predecessors, parents, affiliates and subsidiaries from any and all claims, causes of actions, suits, contracts, counterclaims, demands and/or liabilities, known and unknown, both in law and in equity, which any of the ADS Releasing Parties has or may have in the future against the Stockholders Representative and any of the Additional Parties with respect to all matters, transactions, acts or events resulting from or in any way connected with or related to the subject matter of any of the Merger Agreement, the Delaware Litigation, the Federal Litigation, the Arbitration Action, the First Virginia Litigation and/or the Second Virginia Litigation, including without limitation all sanctions incident to the aforementioned actions, and arising out of the employment by or services provided to ADS, Compec, or any of its subsidiaries, of the Stockholders Representative and/or the Additional Parties from the beginning of time until the end of time. Notwithstanding the foregoing, in no event shall the release provided in this paragraph extend to the rights of the parties that are reflected in or arise from this Agreement. (b) In consideration of the mutual covenants contained in this Agreement and subject to all the terms and conditions of this Agreement, the Stockholders Representative and the Additional Parties hereby individually and collectively release ADS, Compec and GTI, their respective current and former officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trusteesagents, heirs, beneficiaries, successors, assigns, shareholders, representatives, predecessors, parents, affiliates and assigns (each a “Xxxxxxxx Released Party” and collectively, the “Xxxxxxxx Released Parties”) subsidiaries from any and all Claims that such 1847 Related Party now has claims, causes of actions, suits, contracts, counterclaims, demands and/or liabilities, known and unknown, both in law and in equity, which the Stockholders Representative or has ever had Additional Parties have or may have in the future against ADS or Compec with respect to all matters, transactions, acts or events resulting from or in any way connected with or related to the respective Xxxxxxxx Released Parties (each an “1847 Claim” and collectivelysubject matter of any of the Merger Agreement, the “1847 Claims”)Delaware Litigation, whether arising contemporaneously with or prior the Federal Litigation, the Arbitration Action, the First Virginia Litigation and/or the Second Virginia Litigation, including without limitation all sanctions incident to the Closing Date or on account of or aforementioned actions, and arising out of any matterthe employment by or services provided to ADS, cause, or event occurring contemporaneously with or prior to the Closing Date; provided, however, that 1847 Claims shall not include, and nothing contained herein shall operate to release, (i) any obligations of any Party hereto relating to this Agreement, the other Transaction DocumentsCompec, or any other documentof its subsidiaries, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or (ii) any Claim(s) that arise out Stockholders Representative and/or the Additional Parties from the beginning of or relate time to any misrepresentation or breach the end of any covenant under this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of time. Notwithstanding the foregoing, including but not limited in no event shall the release provided in this paragraph extend to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the 1847 Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitration. b. As rights of the Closing Date, each of Xxxxxxxx Parties, on behalf of himself parties that are reflected in or itself, and his or its respective officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Related Party” and collectively, the “Xxxxxxxx Related Parties”), releases, remises, and forever discharges each of the 1847 Parties and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Released Party” and collectively, the “1847 Released Parties”) arise from any and all Claims that such Xxxxxxxx Related Party now has or has ever had against the respective 1847 Released Parties (each a “Xxxxxxxx Claim” and collectively, the “Xxxxxxxx Claims”), whether arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing Date; provided, however, that Xxxxxxxx Claims shall not include, and nothing contained herein shall operate to release, (i) any obligations of any party hereto relating to this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other document contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the Xxxxxxxx Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitration.

Mutual Releases. a. As (a) Effective as of the Closing DateClosing, each of the 1847 Parties Purchaser, on behalf of itself, its Affiliates (including, following the Closing, the Transferred Entities) and its and their respective officers, directors, agentsequity holders, employees, attorneys, members, managers, successors, agents and assigns other Representatives (each an “1847 Related Party” and collectively, the “1847 Related Purchaser Parties”) hereby absolutely, unconditionally and irrevocably releases and forever discharges, to the fullest extent permitted by Law, Seller, its Affiliates and its and their respective officers, directors, equity holders, employees, managers, agents and other Representatives (collectively, the “Seller Parties”), releases, remises, and forever discharges each of the Xxxxxxxx Parties, and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Released Party” and collectively, the “Xxxxxxxx Released Parties”) from any and all Claims that such 1847 Related Party now has claims (including any derivative claim on behalf of any Person), Actions, Liabilities, accounts, covenants, Contracts, controversies, promises, damages, fees, expenses, judgments, executions, or has ever had indemnification rights (“Claims”) arising out, relating to, against or in any way connected with the respective Xxxxxxxx Released Parties (each an “1847 Claim” and collectivelyTransferred Entities, the “1847 Claims”), whether arising contemporaneously with other Purchased Assets or the Business prior to the Closing Date Closing, whether or on account of or arising out of any matter, causenot relating to claims pending on, or event occurring contemporaneously with or prior to asserted after, the Closing DateClosing; provided, however, that 1847 Claims shall the foregoing release does not includeextend to, include or restrict or limit in any way, and nothing contained herein shall operate to release, (i) any obligations of any Party hereto relating to this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any each of the foregoing parties hereby reserves its respective rights, if any, to pursue, any and all Actions or (ii) any Claim(s) rights that arise out such party may now or in future have solely on account of or relate to any misrepresentation or breach the rights of any covenant such party under this Agreement, the other Transaction DocumentsAgreements, or any other document, instrument or agreement contemplated, executed, or delivered to be entered into in connection with the transactions contemplated hereby, and, provided, further, the foregoing release shall not extend to any Claims that a party may have against another party or any of the foregoing, including but not limited its respective successors and assigns to the failure of any representation or warranty made extent such Claims are not being true and correct in all respects when made. Without limiting related to the foregoingTransferred Entities, the 1847 Related Parties’ releases include all Claims asserted in other Purchased Assets or the Arbitration or which could have been asserted in the ArbitrationBusiness. b. As (b) Effective as of the Closing DateClosing, each of Xxxxxxxx PartiesSeller, on behalf of himself or itselfitself and the Seller Parties, hereby absolutely, unconditionally and his or its respective officersirrevocably releases and forever discharges, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Related Party” and collectivelyto the fullest extent permitted by Law, the “Xxxxxxxx Related Purchaser Parties”), releases, remises, and forever discharges each of the 1847 Parties and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Released Party” and collectively, the “1847 Released Parties”) from any and all Claims that such Xxxxxxxx Related Party now has arising out, relating to, against or has ever had against in any way connected with the respective 1847 Released Parties (each a “Xxxxxxxx Claim” and collectivelyTransferred Entities, the “Xxxxxxxx Claims”), whether arising contemporaneously with other Purchased Assets or the Business prior to the Closing Date Closing, whether or on account of or arising out of any matter, causenot relating to claims pending on, or event occurring contemporaneously with or prior to asserted after, the Closing DateClosing; provided, however, that Xxxxxxxx Claims shall the foregoing release does not includeextend to, include or restrict or limit in any way, and nothing contained herein shall operate to release, (i) any obligations of any party hereto relating to this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any each of the foregoing Parties hereby reserves its respective rights, if any, to pursue, any and all Actions or (ii) any Claim(s) rights that arise out such party may now or in future have solely on account of or relate to any misrepresentation or breach the rights of any covenant such party under this Agreement, the other Transaction DocumentsAgreements, or any other document contemplated, executed, or delivered agreement to be entered into in connection with the transactions contemplated hereby, and, provided, further, the foregoing release shall not extend to any Claims that a party may have against another party or any of the foregoing, including but not limited its respective successors and assigns to the failure of any representation or warranty made extent such Claims are not being true and correct in all respects when made. Without limiting related to the foregoingTransferred Entities, the Xxxxxxxx Related Parties’ releases include all Claims asserted in other Purchased Assets or the Arbitration or which could have been asserted in the ArbitrationBusiness.

Mutual Releases. a. As of 9.1. Effective upon the Closing Release Effective Date, each of the 1847 Parties Original Project Parties, for itself and on behalf of itselfits respective Affiliates, hereby forever remises, releases, acquits, satisfies, and its forever discharges the New Project Parties and their respective officers, directors, agents, employees, attorneys, members, managers, successors, and assigns Affiliates (each an “1847 Related Party” and collectively, the “1847 Related New Project Party Released Parties”), and shall be deemed to have remised, released, acquitted, satisfied, and forever discharged the New Project Party Released Parties of and from all manner of actions, causes of action, suits, debts, covenants, contracts, controversies, agreements, promises, claims, counterclaims and demands whatsoever, which the Original Project Parties and their Affiliates ever had or now have against the New Project Party Released Parties, or which any trustee, personal representative, successor, heir or assign of the Original Project Parties and their Affiliates hereafter can, shall or may have, by reason of any matter, cause or thing whatsoever, whether asserted or unasserted, known or unknown, suspected or unsuspected, contingent or non-contingent, liquidated or unliquidated, from the beginning of time to the Effective Date, in each case that arise from or out of the Project, the loan made to KBLLC pursuant to the Loan Agreement, or the Loan Documents, including, but not limited to, the Completion Guaranty, Recourse Guaranty, Make Whole Letter, and Environmental Indemnity, as each are defined in the Loan Agreement (collectively, “Original Project Party Released Claims”); and agree not to file or cause to be filed any legal action against any New Project Party Released Party relating to or arising from Original Project Party Released Claims. Further, this paragraph shall not operate or be construed to operate as a release or discharge of any of the New Project Party Released Parties’ obligations under this Agreement or any of the Related Settlements, and does not contemplate any third-party beneficiaries except the New Project Party Released Parties. 9.2. Effective upon the Release Effective Date, each of the New Project Parties, for itself and on behalf of its respective Affiliates, hereby forever remises, releases, remisesacquits, satisfies, and forever discharges each of the Xxxxxxxx Parties, Original Project Parties and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns Affiliates (each a “Xxxxxxxx Released Party” and collectively, the “Xxxxxxxx Original Project Party Released Parties”) ), and shall be deemed to have remised, released, acquitted, satisfied, and forever discharged the Original Project Party Released Parties of and from any all manner of actions, causes of action, suits, debts, covenants, contracts, controversies, agreements, promises, claims, counterclaims and all Claims that such 1847 Related Party now has or has demands whatsoever, which the New Project Parties and their Affiliates ever had or now have against the respective Xxxxxxxx Original Project Party Released Parties, or which any trustee, personal representative, successor, heir or assign of the New Project Parties (each an “1847 Claim” and collectivelytheir Affiliates hereafter can, the “1847 Claims”)shall or may have, whether arising contemporaneously with or prior to the Closing Date or on account of or arising out by reason of any matter, causecause or thing whatsoever, whether asserted or unasserted, known or unknown, suspected or unsuspected, contingent or non-contingent, liquidated or unliquidated, from the beginning of time to the Effective Date, in each case that arise from or out of the Project, the loan made to KBLLC pursuant to the Loan Agreement, or event occurring contemporaneously the Loan Documents, including, but not limited to, the Completion Guaranty, Recourse Guaranty, Make Whole Letter, and Environmental Indemnity, as each are defined in the Loan Agreement (collectively, “New Project Party Released Claims”; and together with Original Project Party Released Claims, “Claims”); and agree not to file or prior cause to the Closing Date; providedbe filed any legal action against any Original Project Party Released Party relating to or arising from New Project Party Released Claims. Further, however, that 1847 Claims this paragraph shall not include, and nothing contained herein shall operate or be construed to release, (i) any obligations operate as a release or discharge of any Party hereto relating to this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant Original Project Party Released Parties’ obligations under this Agreement, the other Transaction Documents, Agreement or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the 1847 Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitration. b. As of the Closing Date, each of Xxxxxxxx Parties, on behalf of himself or itselfSettlements, and his or its respective officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Related Party” and collectively, does not contemplate any third-party beneficiaries except the “Xxxxxxxx Related Parties”), releases, remises, and forever discharges each of the 1847 Parties and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Released Party” and collectively, the “1847 Original Project Party Released Parties”) from any and all Claims that such Xxxxxxxx Related Party now has or has ever had against the respective 1847 Released Parties (each a “Xxxxxxxx Claim” and collectively, the “Xxxxxxxx Claims”), whether arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing Date; provided, however, that Xxxxxxxx Claims shall not include, and nothing contained herein shall operate to release, (i) any obligations of any party hereto relating to this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other document contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the Xxxxxxxx Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitration.

Mutual Releases. a. As Except with respect to the obligations created by or arising out of the Closing Datethis Agreement, each of the 1847 Parties SIGA for itself and on behalf of itselfits parent, subsidiary, and its respective officersother affiliated corporations, divisions, directors, officers, employees, agents, affiliates, representatives, and assigns who may claim through it hereby release, acquit and forever discharge and covenant not to xxx individually or collectively WU, Xx. Xxxxxxxx and/or their agents, employees, attorneysinsurers, members, managers, successors, and assigns (each an “1847 Related Party” and collectively, the “1847 Related Parties”), releases, remises, and forever discharges each of the Xxxxxxxx Parties, and their respective affiliates, subsidiaries, parents, shareholdersdirectors, officers, directorssuccessors and assigns for, of and from any and all claims, demands, damages, debts, liabilities, accounts, reckonings, obligations, costs, expenses, liens, actions and causes of action of every kind and nature whatsoever, including right to contribution or indemnification, equitable or declaratory relief, whether now known or unknown, suspected or unsuspected, which SIGA or its related parties either now has, owns or holds or at any time heretofore ever had, owned or held, or could, shall or may hereafter have, own or hold, resulting or to result from occurrences that happened at any time up until the signing of this agreement, including, but not limited to, those relating to, based upon or arising out of the RCLA, the PCA, or any other personal consulting agreement with WU faculty members and/or employees, or any of the facts or transactions asserted in the aforesaid arbitration proceedings and suit by any of the parties. (All of which released claims are hereinafter referred to as "SIGA's Released Matters"), SIGA and Xx. Xxxxxxxx will promptly file after the effective date of this Agreement a Stipulation of Discontinuance with Prejudice of SIGA's action against Xx. Xxxxx Xxxxxxxx in Action no. 99 Civ, 6017 (DAB) pending in the United States District Court for the Southern District of New York. Except with respect to the obligations created by or arising out of this Agreement, WU, Xx. Xxxxxxxx, for themselves and an behalf of their agents, employees, attorneysinsurers, membersdirectors, managers, executors, personal representatives, trustees, heirs, beneficiariesofficers, successors, assigns and others who may claim through them hereby release, discharge and covenant not to xxx individually or collectively SIGA, its parent, subsidiary and other affiliated corporations, divisions, directors, officers, employees, agents, insurers and its successors and assigns (each a “Xxxxxxxx Released Party” for, of and collectively, the “Xxxxxxxx Released Parties”) from any and all Claims that such 1847 Related Party now has claims, demands, damages, debts, liabilities, accounts, reckonings, obligations, costs, expenses, liens, actions and causes of action of every kind and nature whatsoever, including right to contribution or has ever had against the respective Xxxxxxxx Released Parties (each an “1847 Claim” and collectivelyindemnification, the “1847 Claims”)equitable or declaratory relief, whether arising contemporaneously with now known or unknown, suspected or unsuspected, which WU, Dr. Xxxxxxxx or their related parties either now has, owns or holds or at any time heretofore ever had, owned or held, or could, shall or may hereafter have, or own or hold, resulting or to result from occurrences that happened at any time prior to the Closing Date or on account signing of this agreement, including, but not limited to, those relating to, based upon or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing Date; provided, however, that 1847 Claims shall not include, and nothing contained herein shall operate to release, (i) any obligations of any Party hereto relating to this AgreementRCLA, the other Transaction DocumentsPCA, or any other document, instrument or personal consulting agreement contemplated, executedwith WU faculty members and/or employees, or delivered in connection with any of the foregoing facts or (ii) any Claim(s) that arise out of transactions which were or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the 1847 Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitration. b. As of the Closing Date, each of Xxxxxxxx Parties, on behalf of himself or itself, aforesaid arbitration proceedings and his or its respective officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Related Party” and collectively, the “Xxxxxxxx Related Parties”), releases, remises, and forever discharges each of the 1847 Parties and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Released Party” and collectively, the “1847 Released Parties”) from any and all Claims that such Xxxxxxxx Related Party now has or has ever had against the respective 1847 Released Parties (each a “Xxxxxxxx Claim” and collectively, the “Xxxxxxxx Claims”), whether arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing Date; provided, however, that Xxxxxxxx Claims shall not include, and nothing contained herein shall operate to release, (i) any obligations of any party hereto relating to this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with suit by any of the foregoing or parties. (ii) any Claim(s) that arise out All of or relate which released claims are hereinafter referred to any misrepresentation or breach of any covenant under as "WU's Released Matters"). The parties shall promptly file a mutual termination notice with the American Arbitration Association concluding such proceedings in accordance with this Agreement, the other Transaction Documents, or any other document contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the Xxxxxxxx Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitrationsettlement.

Mutual Releases. a. As of the Closing DateExcept as otherwise provided herein, each of the 1847 Parties Jacobs, Whann, CAA, and Auction Venture, by and on behalf of itself, and its respective officers, directors, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Related Party” and collectively, the “1847 Related Parties”), releases, remises, and forever discharges each of the Xxxxxxxx Parties, themselves and their respective predecessors, successors and assigns, hereby fully, finally and forever release and discharge AA, AC, Sample, Xxxxx, and Moorby, as well as their respective divisions, agencies, affiliates, subsidiaries, parents, owners, partners, members, shareholders, officersattorneys, directorsinsurers, agentspredecessors, successors, assigns, guarantors, employees, attorneysand agents, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Released Party” and collectively, the “Xxxxxxxx Released Parties”) from any and all Claims manner of claims, actions, or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, attorneys’ fees, or expenses, of any nature, source, or origin, known or unknown, fixed or contingent, that such 1847 Related the releasing Party now has or has ever had against the respective Xxxxxxxx Released Parties (each an “1847 Claim” and collectively, the “1847 Claims”), whether arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing Date; provided, however, that 1847 Claims shall not include, and nothing contained herein shall operate to release, (i) any obligations of any Party hereto relating to this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoinghad, including but not limited to the failure of any representation claims that were or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the 1847 Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the ArbitrationLitigation Proceedings. Jacobs, Whann, CAA, and Auction Venture covenant not to xxx or bring claims against, or have any entities with which they are affiliated xxx or bring claims against, AA, AC, Sample, Xxxxx, or Xxxxxx, in relation to the Litigation Proceeding as well as all claims that were or could have been asserted in the Litigation Proceedings. Notwithstanding the above, while Sample is fully, finally and forever released and discharged, the foregoing (i) does not release or terminate, in any respect, the rights of CAA or any obligations that AC has under the Line of Credit, the Loan Agreement, the Loan Note or the Security Agreement, and (ii) does not release AA from its obligations under the Guaranties or the Stock Pledge but shall be deemed to be a modification of the Guaranties and the Stock Pledge to limit the liability of AA thereunder to the Pledged Stock (as defined in the Stock Pledge). b. As of the Closing DateExcept as otherwise provided herein, each of Xxxxxxxx PartiesAC, AA, and Sample, by and on behalf of himself or itself, and his or its respective officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Related Party” and collectively, the “Xxxxxxxx Related Parties”), releases, remises, and forever discharges each of the 1847 Parties themselves and their respective predecessors, successors and assigns, hereby fully, finally and forever release and discharge Jacobs, Whann, CAA, Auction Venture, Xxxxx, and Moorby, as well as their respective divisions, agencies, affiliates, subsidiaries, parents, owners, partners, members, shareholders, officersattorneys, directorsinsurers, agentspredecessors, successors, assigns, guarantors, employees, attorneysand agents, members, managers, successors, and assigns (each an “1847 Released Party” and collectively, the “1847 Released Parties”) from any and all Claims manner of claims, actions, or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, attorneys’ fees, or expenses, of any nature, source, or origin, known or unknown, fixed or contingent, that such Xxxxxxxx Related the releasing Party now has or has ever had against the respective 1847 Released Parties (each a “Xxxxxxxx Claim” and collectively, the “Xxxxxxxx Claims”), whether arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing Date; provided, however, that Xxxxxxxx Claims shall not include, and nothing contained herein shall operate to release, (i) any obligations of any party hereto relating to this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other document contemplated, executed, or delivered in connection with any of the foregoinghad, including but not limited to the failure of any representation claims that were or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the Xxxxxxxx Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the ArbitrationLitigation Proceedings. AC, AA, and Sample covenant not to xxx or bring claims against, or have any entities with which they are affiliated xxx or bring claims against, Jacobs, Whann, CAA, Auction Venture, Xxxxx, or Xxxxxx, in relation to the Litigation Proceedings as well as all claims that were or could have been asserted in the Litigation Proceedings. c. Except as otherwise provided herein, Xxxxx and Moorby, by and on behalf of each of themselves and their respective predecessors, successors and assigns, hereby fully, finally and forever release and discharge AA, AC, Sample, Jacobs, Whann, CAA, and Auction Venture, as well as their respective divisions, agencies, affiliates, subsidiaries, parents, owners, partners, members, shareholders, attorneys, insurers, predecessors, successors, assigns, guarantors, employees, and agents, from any and all manner of claims, actions, or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, attorneys’ fees, or expenses, of any nature, source, or origin, known or unknown, fixed or contingent, that the releasing Party has or had, including but not limited to any claims that were or could have been asserted in the Litigation Proceedings and any claims arising out of or related to any employment agreements or compensation agreements. Xxxxx and Xxxxxx covenant not to xxx or bring claims against, or have any entities with which they are affiliated xxx or bring claims against, AC, AA, Sample, Jacobs, Whann, CAA, or Auction Venture, in relation to the Litigation Proceedings as well as all claims that were or could have been asserted in the Litigation Proceedings or any prior employment.

Mutual Releases. a. As Effective as of the Closing Effective Date, each of Personalis and its Affiliates, on the 1847 Parties on behalf of itselfone hand, and Foresight and its Affiliates, on the other hand, for themselves and their respective officers, directors, agents, employees, attorneys, members, managers, legal predecessors and successors, and assigns (each an “1847 Related Party” of their Representatives, hereby knowingly and collectively, the “1847 Related Parties”), releases, remises, voluntarily fully and forever discharges release and absolutely discharge the other Party and its Affiliates and each of the Xxxxxxxx Parties, and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Released Party” and collectively, the “Xxxxxxxx Released Parties”) Representatives from any and all Claims that such 1847 Related Party now has liability arising from or has ever claimed to arise from (a) the Litigation and the IPRs, (b) any patent infringement related to any Royalty Product or Service made, had against the respective Xxxxxxxx Released Parties (each an “1847 Claim” and collectivelymade, the “1847 Claims”)used, whether arising contemporaneously with marketed, sold or offered for sale, imported, or otherwise exploited prior to the Closing Date or on account of or arising out of any matter, causeEffective Date, or event occurring contemporaneously with or (c) the conduct of settlement negotiations between the Parties before the Effective Date (except for the representations and obligations expressly included in this Agreement). The foregoing release includes an express, informed, knowing, and voluntary waiver and relinquishment of all claims arising prior to the Closing Date; providedEffective Date against the other Party and its Affiliates and each of their respective Representatives to the fullest extent permitted by Law. In this connection, howeverthe Parties acknowledge that they may have sustained damages, losses, costs or expenses which are presently unknown and unsuspected and that 1847 Claims shall not includesuch damages, losses, costs or expenses as may have been sustained may give rise to additional damages, losses, costs or expenses in the future. The Parties hereto further acknowledge that they have negotiated this Agreement taking into account presently unsuspected and unknown claims, counterclaims, causes of action, damages, losses, costs and expenses, and nothing contained herein shall operate to releasethe Parties hereto voluntarily and with full knowledge of its significance, (i) any obligations of any Party hereto relating to this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true expressly waive and correct in all respects when made. Without limiting the foregoing, the 1847 Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitration. b. As of the Closing Date, each of Xxxxxxxx Parties, on behalf of himself or itself, and his or its respective officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Related Party” and collectively, the “Xxxxxxxx Related Parties”), releases, remises, and forever discharges each of the 1847 Parties and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Released Party” and collectively, the “1847 Released Parties”) from relinquish any and all Claims rights they may have under any Law or principle of equity, relating to limitations on general releases. In furtherance of this intention, each Party to this Agreement acknowledges that such Xxxxxxxx Related it has been informed by its attorneys of the provisions of Section 1542 of the California Civil Code, and each Party now does hereby expressly waive and relinquish all rights and benefits it has or has may ever have had against under that section, which provides as follows: “A general release does not extend to claims which the respective 1847 Released Parties (each a “Xxxxxxxx Claimcreditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” and collectivelyall other similar provisions, the “Xxxxxxxx Claims”), whether arising contemporaneously with sections and otherwise under any Law or prior to the Closing Date or on account principle of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing Date; provided, however, that Xxxxxxxx Claims shall not include, and nothing contained herein shall operate to release, (i) any obligations of any party hereto relating to this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other document contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the Xxxxxxxx Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitrationequity.

Mutual Releases. a. As Upon the effectiveness of the Closing Datethis Agreement, each of the 1847 Parties Companies, on behalf the one hand, and GECC, on the other hand (the latter in each of itselfits capacities as the Purchaser, the Operating Agent and the Collateral Agent) (each of the Companies and GECC being herein referred to as a "Releasing Party"), shall be deemed to have (a) released and forever discharged the other and its respective officers, directorssubsidiaries, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Related Party” and collectively, the “1847 Related Parties”), releases, remises, and forever discharges each of the Xxxxxxxx Parties, and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, membersaffiliates, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, successors and assigns (each a “Xxxxxxxx Released Party” and collectively, the “Xxxxxxxx "Released Parties”") of and from any and all Claims liabilities, claims, suits, obligations, indebtedness, liens, losses, causes of action , demands, rights, damages, costs and expenses of any kind, character or nature whatsoever, whether known or unknown, whether fixed or contingent, and whether liquidated or unliquidated, that such 1847 Related Releasing Party now has may have or has ever had claim to have against the respective Xxxxxxxx any such Released Parties (each an “1847 Claim” Party and collectively, the “1847 Claims”), whether arising contemporaneously which arises out of or is connected in any way with any action of commission or omission of any Released Party existing or occurring on or prior to the Closing Date or on account date of this Agreement relating to or arising out of or in connection with any matterof the Securitization Agreements or any of the transactions contemplated by any of the Securitization Agreements, causefrom the beginning of time until the execution and delivery of this Agreement (collectively, the "Released Claims") and (b) agrees forever to refrain from commencing, instituting or event occurring contemporaneously prosecuting any law suit, action or other proceeding against any of the Released Parties with or prior respect to the Closing Dateany of such Released Claims; provided, however, that 1847 the Released Claims shall do not include, and nothing contained herein the releases and covenants-not-to-sue set forth in this Section 6 shall operate to release, (i) any obligations of any Party hereto relating to this Agreementnot apply to, the Released Pxxxies' respective covenants and other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant obligations under this Agreement, the other Transaction Documents, Agreement or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the 1847 Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitration. b. As of the Closing Date, each of Xxxxxxxx Parties, on behalf of himself or itself, and his or its respective officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Related Party” and collectively, the “Xxxxxxxx Related Parties”), releases, remises, and forever discharges each of the 1847 Parties and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Released Party” and collectively, the “1847 Released Parties”) from any ' respective covenants and all Claims that such Xxxxxxxx Related Party now has or has ever had against other obligations under the respective 1847 Released Parties (each a “Xxxxxxxx Claim” and collectively, the “Xxxxxxxx Claims”), whether arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing Date; provided, however, that Xxxxxxxx Claims shall not include, and nothing contained herein shall operate to release, (i) any obligations of any party hereto relating to this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other document contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the Xxxxxxxx Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the ArbitrationSurviving Provisions.

Mutual Releases. a. As (a) Effective as of the Closing, Seller, only for itself and on behalf of its Affiliates (other than the Company), and their successors, assigns, heirs and executors (each, a “Seller Releasor”), hereby irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all claims, demands, obligations, liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions, and causes of action of whatever kind or nature, whether known or unknown, which any Releasor has as of the Closing Dateagainst the Company or any of its owners, each of the 1847 Parties on behalf of itselfequityholders, and its respective officersmembers, partners, shareholders, directors, agents, employees, attorneys, members, managers, successorsofficers, and employees or any of their heirs, executors, successors and assigns (in each an “1847 Related Party” and collectively, the “1847 Related Parties”), releases, remises, and forever discharges each of the Xxxxxxxx Parties, and case in their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns capacity as such) (each a “Xxxxxxxx Released Purchaser Party” and collectively, the “Xxxxxxxx Released Parties”) arising out of, based upon or resulting from any and all Claims that such 1847 Related Party now has Contract, transaction, event, circumstance, action, failure to act, or has ever had against the respective Xxxxxxxx Released Parties (each an “1847 Claim” and collectively, the “1847 Claims”)occurrence of any sort or type, whether arising contemporaneously with known or unknown, and which occurred, existed, was taken or permitted prior to the Closing Date or on account of or arising out of any matterClosing, cause, or event occurring contemporaneously with or prior to the Closing Date; provided, however, that 1847 Claims shall not include, and nothing contained herein shall operate to release, in each case except (i) to the extent in the nature of or related to (x) any obligations of any Party hereto relating to this Agreementexculpatory, indemnification, contribution or similar provisions under the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any Organizational Documents of the foregoing Company or (y) unpaid compensation in the ordinary course and consistent with past practice through the Closing or ordinary course business expense reimbursements incurred through the Closing, and (ii) with respect to this Agreement and the Ancillary Agreements, and all covenants, agreements and arrangements therein and the Transactions. (b) Effective as of the Closing, Seller shall as to itself only, and shall cause each of its Seller Releasors to, refrain from, directly or indirectly, asserting any Claim(s) that arise out of claim or relate demand, or commencing, instituting or causing to be commenced, any misrepresentation suit, action or breach proceeding of any covenant under kind against any Released Purchaser Party, based upon any matter released pursuant to this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true Section 6.11. The Parties hereby acknowledge and correct in all respects when made. Without limiting the foregoing, the 1847 Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitration. b. As of the Closing Date, each of Xxxxxxxx Parties, on behalf of himself or itself, and his or its respective officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Related Party” and collectively, the “Xxxxxxxx Related Parties”), releases, remises, and forever discharges each of the 1847 Parties and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Released Party” and collectively, the “1847 Released Parties”) from any and all Claims agree that such Xxxxxxxx Related Party now has or has ever had against the respective 1847 Released Parties (each a “Xxxxxxxx Claim” and collectively, the “Xxxxxxxx Claims”), whether arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing Date; provided, however, that Xxxxxxxx Claims shall not include, and nothing contained herein shall operate to release, (i) nothing in this Section 6.11 shall in any obligations of way limit any party hereto relating Indemnitee’s right to this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or indemnification under Article X and (ii) any Claim(s) that arise out the execution of this Agreement shall not constitute an acknowledgement of or relate to an admission by any misrepresentation Seller Releasor or breach Released Purchaser Party of the existence of any covenant under this Agreement, the other Transaction Documents, such claims or liability for any other document contemplated, executed, matter or delivered in connection with precedent upon which any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the Xxxxxxxx Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitrationliability may be asserted.

Mutual Releases. a. As of the Closing DateEach Party, each of the 1847 Parties individually and on behalf of itselfits or his family, heirs, executors, administrators, legal representatives, Affiliates, successors, and its assigns, in exchange for the consideration and promises set forth in this Agreement, gives up, releases, and discharges the other Party and their respective officerssubsidiaries, directors, agents, employees, attorneys, members, managersAffiliates, successors, and assigns (each an “1847 Related Party” and collectively, the “1847 Related Parties”), releases, remises, and forever discharges each of the Xxxxxxxx Parties, and their respective affiliatescurrent and former directors, subsidiaries, parents, shareholdersmanagers, officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, employees and assigns agents acting in such capacities (each a “Xxxxxxxx Released Party” and collectively, the “Xxxxxxxx Released Parties”) from any and all Claims that claims or causes of action of any kind arising out of or relating to acts or omissions up to the date of execution of this Agreement, including without limitation any and all rights and claims to or for attorneys’ fees (except as otherwise permitted by this Agreement), whether or not the Party is presently aware of such 1847 Related Party now has rights or has ever had against claims or suspects them to exist. These rights and claims include, but are not limited to, any and all rights and claims under, or arising out of, the respective Xxxxxxxx Released Parties Age Discrimination in Employment Act, Americans with Disabilities Act of 1990, as amended; the Family and Medical Leave Act; Title VII of the Civil Rights Act of 1964, as amended; whistleblower or retaliation claims; and claims based on any other federal, state, or local constitution, statute, ordinance, executive order, or common law (each an “1847 Claim” and collectively, the “1847 Released Claims”). With respect to claims under the ADEA, whether the Parties acknowledge and agree that all conditions established by the Older Workers Benefit Protection Act for a voluntary release of claims have been met. b. For the sake of clarity, the Released Claims do not include the following: (i) claims arising contemporaneously out of the breach of any obligations or to enforce any rights set forth in this Agreement or the Amended Consulting Agreement between the Parties; (ii) a Party’s claims for indemnification to the extent the other Party’s acts or omissions predating this Agreement expose the Party to liability to a third party, provided that any such right of indemnification shall only apply to liabilities to a third party as fully and finally determined by an authorized tribunal (including fees and costs incurred in any such proceeding), and shall not apply where the Party seeking indemnification voluntarily chooses to compromise any such third-party claim prior to final resolution by a tribunal, unless the Party from whom indemnification is sought approves in writing of the settlement or compromise of the third party claim (for the sake of clarity, nothing in this subsection shall impair a Party’s right to seek and receive indemnification of fees and costs in any proceeding to the extent allowed by applicable law); (iii) any claims arising out of or relating to acts or omissions occurring or arising after the date of execution of this Agreement; (iv) claims for indemnification either Party has under applicable law based on their service as a director or officer of a Party; (v) any claims for benefits under any directors’ or officers’ liability policy, or any other policy of insurance that may provide a defense or indemnity for any such claims, maintained by Company or its Affiliates in accordance with the terms of such policy; (vi) any claims that cannot be waived as a matter of law but only to the extent that the claim was based upon a violation of the criminal law after the claim has been finally adjudicated by court or tribunal of competent jurisdiction; (vii) any claims to government-sponsored and administered benefits such as unemployment insurance, workers’ compensation insurance (excluding claims for retaliation under workers’ compensation laws), state disability insurance, and paid family leave benefits; and (viii) any benefits that vested on or prior to the Closing Effective Date pursuant to a written benefit plan sponsored by Company and governed by the federal law known as “ERISA.” c. This Agreement shall be effective as a bar to each and every Released Claim either Party might otherwise have asserted against any Released Party on or on account before the date of this Agreement. In the event either Party hereafter discovers facts in addition to or arising out of any matter, cause, different from those which that Party now knows or event occurring contemporaneously believes to exist with or prior respect to the Closing Date; providedsubject matter of this Agreement and which, howeverif known or suspected at the time of executing this Agreement, that 1847 Claims shall not include, and nothing contained herein shall operate to release, (i) any obligations of any Party hereto relating to may have materially affected this Agreement, the other Transaction DocumentsParties expressly waive any right to assert after the execution of this Agreement that any such claim has, through ignorance or oversight, been omitted from the scope of this Agreement. d. The Parties represent that they have not filed against the Released Parties any complaints, charges (excepting Hxxxxxx’x purported “whistleblower” complaint to the Company and Chairman), or lawsuits arising out of or relating to any other documentact or omission up to the date of execution of this Agreement, instrument and each Party covenants and agrees that they will never individually or agreement contemplated, executedwith any person or entity file, or delivered in connection commence the filing of, any charge, lawsuit, complaint, or proceeding with any governmental agency, or against the Released Parties with respect to any of the foregoing Released Claims. If, notwithstanding the express terms of this Agreement to the contrary, either Party commences, continues, joins in, or in any other manner attempts to assert any Released Claim against any Released Party, then, to the fullest extent permitted by law, the Party asserting the Released Claim shall reimburse the Released Parties for all reasonable attorneys’ fees incurred by the Released Parties in defending against such a claim; provided that the right to attorneys’ fees is without prejudice to the Released Parties’ other rights hereunder. e. Nothing in this Agreement prohibits or prevents either Party from filing a charge with or participating, testifying, or assisting in any investigation, hearing, or other proceeding before the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board or a similar agency enforcing federal, state or local anti-discrimination laws (iiexcept that the Parties acknowledge that they may not recover any monetary benefits or personal relief in connection therewith). Additionally, nothing in this Agreement prevents either Party from: (i) reporting possible violations of federal law or regulations, including any Claim(s) that arise out of or relate possible securities laws violations, to any misrepresentation governmental agency or breach of any covenant under this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoingentity, including but not limited to the failure U.S. Department of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoingJustice, the 1847 Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitration. b. As of the Closing Date, each of Xxxxxxxx Parties, on behalf of himself or itself, U.S. Securities and his or its respective officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Related Party” and collectivelyExchange Commission, the “Xxxxxxxx Related Parties”), releases, remises, and forever discharges each of the 1847 Parties and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Released Party” and collectively, the “1847 Released Parties”) from any and all Claims that such Xxxxxxxx Related Party now has or has ever had against the respective 1847 Released Parties (each a “Xxxxxxxx Claim” and collectively, the “Xxxxxxxx Claims”), whether arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing Date; provided, however, that Xxxxxxxx Claims shall not include, and nothing contained herein shall operate to release, (i) any obligations of any party hereto relating to this Agreement, the other Transaction DocumentsU.S. Congress, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or agency Inspector General; (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or making any other document contemplated, executed, disclosures that are protected under the whistleblower provisions of federal law or delivered regulations; or (iii) otherwise fully participating in connection with any of the foregoingfederal whistleblower programs, including but not limited to any such programs managed by the failure U.S. Securities and Exchange Commission and/or the Occupational Safety and Health Administration. Moreover, nothing in this Agreement prohibits or prevents either Party from receiving monetary awards or other relief by virtue of any representation or warranty made not being true and correct participating in all respects when made. Without limiting the foregoing, the Xxxxxxxx Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitrationsuch federal whistleblower programs.

Mutual Releases. a. As In consideration of the Closing Datecovenants, agreements and undertakings of the Parties set forth herein, effective as of the date hereof, each of the 1847 Parties Party, on behalf of itself, itself and its respective officerspresent and former Subsidiaries, directors, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Related Party” and collectively, the “1847 Related Parties”), releases, remises, and forever discharges each of the Xxxxxxxx Parties, and their respective affiliates, subsidiaries, parents, shareholdersAffiliates, officers, directors, agentsstockholders, employees, attorneysagents, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, successors and assigns (each a “Xxxxxxxx Released Party” and collectively, the “Xxxxxxxx Released PartiesReleasors”) hereby releases, waives, and forever discharges the other Parties and their respective present and former Subsidiaries, Affiliates, officers, directors, stockholders, employees, agents, representatives, successors and assigns (collectively, “Releasees”) of and from any and all Claims that such 1847 Related Party now has or has ever had against the respective Xxxxxxxx Released Parties (each an “1847 Claim” actions, causes of action, suits, losses, liabilities, damages, claims, and collectivelydemands, the “1847 Claims”)of every kind and nature whatsoever, whether arising contemporaneously with now known or prior to the Closing Date unknown, foreseen or on account unforeseen, matured or unmatured, suspected or unsuspected, in law or in equity, which any of such Releasors ever had, now have, or arising out hereafter may have against any of such Releasees for, upon, or by reason of any matter, cause, or event occurring contemporaneously with or prior thing whatsoever from the beginning of time through the date of this Agreement to the Closing Dateextent arising out of or relating to the Business Combination Agreement or in connection with the Transactions (collectively, “Claims”); providedprovided that notwithstanding the foregoing, howevernothing herein shall release a Party from, that 1847 and Claims shall not include, and nothing contained herein shall operate to release, the obligations of such Party under (i) this Agreement, (ii) any obligations provisions of the Business Combination Agreement that expressly survive post-termination of the Business Combination Agreement as expressly set forth in Section 12.2 (Effect of Termination) of the Business Combination Agreement, including Section 9.17 (Confidential Information) of the Business Combination Agreement, (iii) the Confidentiality Agreement or (iv) any agreements entered into between or among the Parties following the date hereof. The Releasors irrevocably covenant not to assert any claim or demand, or commence, institute or voluntarily aid in any way, or cause to be commenced or instituted any proceeding of any Party hereto relating kind against any Releasee based upon any Claim. Notwithstanding anything to the contrary in the Business Combination Agreement or this Agreement, the Releasees (other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any than the Parties) are expressly intended as third party beneficiaries of this Section 2 and shall be entitled to enforce this Section 2 to the foregoing or (ii) any Claim(s) that arise out of or relate extent it relates to any misrepresentation or breach of any covenant their respective rights under this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the 1847 Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the ArbitrationSection 2. b. As of the Closing Date, each of Xxxxxxxx Parties, on behalf of himself or itself, and his or its respective officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Related Party” and collectively, the “Xxxxxxxx Related Parties”), releases, remises, and forever discharges each of the 1847 Parties and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Released Party” and collectively, the “1847 Released Parties”) from any and all Claims that such Xxxxxxxx Related Party now has or has ever had against the respective 1847 Released Parties (each a “Xxxxxxxx Claim” and collectively, the “Xxxxxxxx Claims”), whether arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing Date; provided, however, that Xxxxxxxx Claims shall not include, and nothing contained herein shall operate to release, (i) any obligations of any party hereto relating to this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other document contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the Xxxxxxxx Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitration.

Mutual Releases. a. As Each of the Closing DateLos W Parties, each of the 1847 Parties on behalf of itselfone hand, and the Sellers, on the other hand, for itself and its respective officers, directors, agents, employees, attorneys, members, managersaffiliates, successors, and assigns (each an “1847 Related Party” and collectively, the “1847 Related PartiesReleasing Party”)) hereby, conditional upon and effective as of the Closing, irrevocably and unconditionally, releases, remisesacquits, forever discharges and covenants not to, and forever discharges each also to cause its affiliates not to, xxx the other party, any of the Xxxxxxxx Partiessuch other party’s successors and assigns, past and their respective affiliatespresent employees, subsidiaries, parents, shareholdersdirectors, officers, directors, agents, employees, attorneys, members and supervisory committee members, managersand any of such other party’s affiliates (other than any TEO Company), executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Released Party” and collectively, the “Xxxxxxxx Released PartiesReleasees” and each individually a “Releasee”) ), jointly and severally, from and with respect to any and all Claims that such 1847 Related actions, causes of action, suits, liabilities, obligations, claims, and demands, of whatsoever kind and nature, character and description, whether in law or in equity, whether sounding in tort, contract or law, whether asserted or unasserted, whether known or unknown, of which the Releasing Party now has or has ever had may have a claim, from the beginning of time, now, or in the future against any Releasee arising from any event, transaction, matter, circumstance or fact related to (i) their equity participation in Sofora, or in any other TEO Company; (ii) the respective Xxxxxxxx Released Parties management of Sofora or of any other TEO Company, and its, direct and indirect, subsidiaries; (each an “1847 Claim” and collectivelyiii) subject to Section 3 below,any breach of the Shareholders’ Agreement, the “1847 Claims”), whether arising contemporaneously with by-laws of Sofora or prior to the Closing Date or on account of or arising out of any matterTEO Company, causethe Share Purchase Agreement between TII, the Los W Parties and WAI INVESTMENTS I LLC, dated August 5, 2010, or event occurring contemporaneously with the Share Purchase Agreement between the Sellers and the Los W Parties, dated March 9, 2011, pursuant to which Share Purchase Agreements the Sellers acquired Sofora shares from the Los W Parties and/or (iv) the execution, delivery and performance by the Sellers or prior to the Closing DateLos W Parties, as applicable, of the Stock Purchase Agreement and all related documents, including the Waiver, the Seller Release, this Shareholder Release, the Deed of Adherence, and the other agreements entered into in connection therewith as of the date hereof; provided, however, that 1847 Claims none of the abovementioned mutual releases shall not include, and nothing contained herein shall operate apply to release, (i) any obligations the extent set forth in Section 3. For the avoidance of any Party hereto relating to this Agreementdoubt, the other Transaction DocumentsReleasing Party intends its release to be general and comprehensive in nature and to release all claims and potential claims against the Releasees to the maximum extent permitted at law with respect to the matters covered thereby (including, with respect to Los W Parties’ release of the Sellers, any claims or any other document, instrument or agreement contemplated, executed, or delivered potential claims that the Los W Parties may have in connection with any TAR’s Letter of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this AgreementUndertaking, the other Transaction Documentsdated March 29, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of 2012). Notwithstanding the foregoing, including but not limited to nothing herein shall release any party from claims for enforcement of their contractual rights under the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoingWaiver, the 1847 Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitration. b. As Deed of the Closing Date, each of Xxxxxxxx Parties, on behalf of himself or itself, and his or its respective officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Related Party” and collectivelyAdherence, the “Xxxxxxxx Related Parties”), releases, remises, Drag Waiver MOU and forever discharges each of the 1847 Parties and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Released Party” and collectively, the “1847 Released Parties”) from any and all Claims that such Xxxxxxxx Related Party now has or has ever had against the respective 1847 Released Parties (each a “Xxxxxxxx Claim” and collectively, the “Xxxxxxxx Claims”), whether arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing Date; provided, however, that Xxxxxxxx Claims shall not include, and nothing contained herein shall operate to release, (i) any obligations of any party hereto relating to this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other document contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the Xxxxxxxx Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the ArbitrationShareholder Release.

Mutual Releases. a. As (a) Except for (1) the new obligations created pursuant to Section 3(ii), (2) the current license agreements described in Exhibit A hereto, and (3) Claims (defined below) arising after the execution of this Settlement Agreement with respect to any material breach of this Agreement by one Party that is not cured by the Closing Dateother Party within 30 days following receipt of a written notice of breach by the non-breaching Party, each of the 1847 Parties Parties, on behalf of itselfthemselves and their Affiliates (defined below), completely, unconditionally, finally and forever release and discharge, and covenant not to xxx, each other Party, including its respective officersagents, directorspredecessors, agentssuccessors, assigns, employees, attorneys, membersagents, managerstrustees, successorsstockholders, officers and assigns directors (each an “1847 Related Party” "Affiliates"), from any and all sums of money, accounts, judgments, actions, liabilities, suits, proceedings, claims, obligations, causes of action, damages, demands, attorney's fees and costs of every kind and character, whether based in tort, contract or other theory of recovery ("Claims") arising out of facts or circumstances existing prior to or as of and including the date of execution of this Settlement Agreement, which any of them at any time had or has up to and including the date of execution of this Settlement Agreement against the other, whether known, unknown, asserted or unasserted, or suspected, including without limitation any such items arising under or relating to the Transaction Documents or the relationship of the Parties through the date of execution of this Settlement Agreement (including all related Claims, collectively, the “1847 Related PartiesReleased Matters”), releases, remises, . (b) The Parties each respectively acknowledge that it understands that the releases contained in this Settlement Agreement are an essential and forever discharges material requirement of this Settlement Agreement and the Parties would not have entered into the Settlement Agreement absent the releases contained in this Settlement Agreement. The Parties each of the Xxxxxxxx Parties, respectively represent and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Released Party” and collectively, the “Xxxxxxxx Released Parties”) from any and all Claims warrant that such 1847 Related Party now has or has ever had against the respective Xxxxxxxx Released Parties (each an “1847 Claim” and collectively, the “1847 Claims”), whether arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing Date; provided, however, that 1847 Claims shall not include, and nothing contained herein shall operate to release, (i) it has the requisite authority to release and forever discharge the Released Matters, (ii) it has not nor purported to convey, transfer or assign any obligations right, title or interest in any Released Matters (or any portion thereof) to any other person or entity and it is the sole owner of the Released Matters, (iii) the foregoing releases constitute a full, complete and final release of the Released Matters, and (iv) no other person claims or has any right, title or interest in any of the Released Matters. The Parties each respectively acknowledge that it may hereafter discover facts different from or in addition to those which it now knows or believes to be true with respect to the Released Matters, and the Parties each respectively assume the risk of such later discovered facts, even if they would have altered a Party's desire to enter into this Agreement. The Parties each respectively agree that this Settlement Agreement will constitute a complete waiver of Claims regarding the Released Matters, regardless of their nature or value, including as it relates to facts that subsequently may become known to that Party. The Parties each respectively agree that the releases provided for herein shall remain in effect in all respects and shall not be subject to termination or rescission, notwithstanding the existence or discovery of such different or additional facts. The Parties each respectively acknowledge that in entering into the releases set forth herein, it has not relied on any statements, representations, warranties or predictions of any person whatsoever except as specifically set forth in this Settlement Agreement, and each Party hereto relating to is relying solely on its own evaluation and analysis of the benefits and consequences of entering into this Agreement. (c) By way of clarification, and not by way limitation of the mutual releases or the scope of the Released Matters, the result of this Agreement includes that (i) all of Fonix's and Audium's rights and obligations under the following agreements are terminated in their entirety and have no further force and effect: the Purchase Agreement, the other Transaction DocumentsFonix Note, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Fonix Security Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoingAudium Note, the 1847 Related Parties’ releases include Audium Security Agreement and the Audium License Agreement. In addition, all Claims asserted of Fonix's rights and obligations under the following agreements are terminated in the Arbitration or which could their entirety and have been asserted in the Arbitration. b. As of the Closing Date, each of Xxxxxxxx Parties, on behalf of himself or itselfno further force and effect, and his or its respective officersall of Audium's rights and obligations to Fonix under such agreements are terminated in their entirety and have no further force and effect, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, but the agreements shall otherwise remain in place as it relates to Audium and assigns (each a “Xxxxxxxx Related Party” and collectively, the “Xxxxxxxx Related Parties”), releases, remises, and forever discharges each of other parties thereto: the 1847 Parties and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Released Party” and collectively, the “1847 Released Parties”) from any and all Claims that such Xxxxxxxx Related Party now has or has ever had against the respective 1847 Released Parties (each a “Xxxxxxxx Claim” and collectively, the “Xxxxxxxx Claims”), whether arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing Date; provided, however, that Xxxxxxxx Claims shall not include, and nothing contained herein shall operate to release, (i) any obligations of any party hereto relating to this First Refusal Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Registration Rights Agreement, the other Transaction DocumentsVoting Agreement and the Certificate. For the avoidance of doubt, or any other document contemplated, executed, or delivered in connection with any of the foregoing, including but not limited Fonix has no further right to elect a member to the failure Board of any representation Directors of Audium (or warranty made not being true its Committees) and correct in all respects when made. Without limiting Xxxxx Xxxxxx is hereby resigning from the foregoing, the Xxxxxxxx Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the ArbitrationBoard of Directors of Audium.

Mutual Releases. a. As You agree that, in consideration of this Agreement, you hereby waive, release and forever discharge any and all claims and rights which you ever had, now have or may have against the Closing Date, each Company and any of the 1847 Parties on behalf of itselfits subsidiaries or affiliated companies, and its their respective successors and assigns, current and former officers, agents, directors, agents, representatives and employees, attorneys, members, managers, successorsvarious benefits committees, and assigns their respective successors and assigns, heirs, executors and personal and legal representatives (each an “1847 Related Party” and collectively, the “1847 Related Company Released Parties”), releasesbased on any act, remises, and forever discharges each of the Xxxxxxxx Parties, and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Released Party” and collectively, the “Xxxxxxxx Released Parties”) from any and all Claims that such 1847 Related Party now has event or has ever had against the respective Xxxxxxxx Released Parties (each an “1847 Claim” and collectively, the “1847 Claims”), whether arising contemporaneously with or prior to the Closing Date or on account of or omission occurring before you execute this Agreement arising out of any matterof, cause, during or event occurring contemporaneously with or prior to the Closing Date; provided, however, that 1847 Claims shall not include, and nothing contained herein shall operate to release, (i) any obligations of any Party hereto relating to this Agreementyour services with the Company or the termination of such services, except as provided below. This waiver and release includes, but is not limited to, any claims which could be asserted now or in the other Transaction Documentsfuture, or any other documentunder: common law, instrument or agreement contemplatedincluding, executed, or delivered in connection with any of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to to, breach of express or implied duties, wrongful termination, defamation, or violation of public policy; any policies, practices, or procedures of the failure of Company; any representation federal or warranty made not being true and correct in all respects when madestate statutes or regulations. Without limiting Notwithstanding the foregoing, the 1847 Related Parties’ releases include all Claims asserted in Parties agree that you are not waiving any claims or rights: (a) that may arise after the Arbitration date on which you sign this Agreement, including the right to enforce this Agreement; (b) that cannot be released as a matter of law; (c) to accrued, vested benefits under any benefit, stock, savings, insurance or which could have been asserted in the Arbitration. b. As pension plan of the Closing DateCompany; and (d) to indemnification, each of Xxxxxxxx Partiesadvancement contribution or defense, on behalf of himself which are expressly reserved as set forth in Section 4 hereof. The Company Released Parties hereby waive, release and forever discharge any and all claims and rights which such party ever had, now has or itselfmay have against you, and his or its your respective officerssuccessors and assigns, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trusteesand your respective successors and assigns, heirs, beneficiariesexecutors and personal and legal representatives, successorsbased on any act, and assigns (each a “Xxxxxxxx Related Party” and collectively, the “Xxxxxxxx Related Parties”), releases, remises, and forever discharges each of the 1847 Parties and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Released Party” and collectively, the “1847 Released Parties”) from any and all Claims that such Xxxxxxxx Related Party now has event or has ever had against the respective 1847 Released Parties (each a “Xxxxxxxx Claim” and collectively, the “Xxxxxxxx Claims”), whether arising contemporaneously with or prior to the Closing Date or on account of or omission occurring before you execute this Agreement arising out of any matterof, cause, during or event occurring contemporaneously with or prior to the Closing Date; provided, however, that Xxxxxxxx Claims shall not include, and nothing contained herein shall operate to release, (i) any obligations of any party hereto relating to this Agreementyour services with the Company or the termination of such services, except as provided in Section 9 below. This waiver and release includes, but is not limited to, any claims which could be asserted now or in the other Transaction Documentsfuture, or any other documentunder: common law, instrument or agreement contemplatedincluding, executed, or delivered in connection with any of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other document contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to to, breach of express or implied duties, wrongful termination, defamation, or violation of public policy; any policies, practices, or procedures of the failure of Company; any representation federal or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the Xxxxxxxx Related Parties’ releases include all Claims asserted in the Arbitration state statutes or which could have been asserted in the Arbitrationregulations.

Mutual Releases. a. As (a) Effective as of the Closing Date(but for the avoidance of doubt, each without prejudice to any rights arising in respect of this Agreement or any other Operative Agreement), the 1847 Parties Investor, on behalf of itselfitself and, to the extent legally empowered to do so, its past and its respective present officers, managers, directors, agentsSubsidiaries and Affiliates, employees, attorneys, members, managers, successors, and each of their respective successors and assigns (each an “1847 Related Party” and collectively, the “1847 Related PartiesInvestor Releasors”), hereby irrevocably releases, remises, acquits and forever discharges discharges, to the fullest extent permitted by Law, the Issuer and each of the Xxxxxxxx Partiesits past and present officers, and their respective affiliates, subsidiaries, parents, shareholders, officersmanagers, directors, agentsstockholders, employeesSubsidiaries, attorneysAffiliates and other Representatives (each, membersan “Issuer Releasee”) of, managersfrom and against any and all actions, executorscauses of action, personal representativesclaims, trusteesdemands, heirsdamages, beneficiariesjudgments, successorsliabilities, debts, dues and assigns suits of every kind, nature and description whatsoever, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, existing or hereafter arising, which any Investor Releasor ever had, now has or may have or claim to have against any Issuer Releasee, whether arising in law, equity or otherwise, to the extent arising out of, resulting from or relating to any matters or Events occurring on or prior to the Closing, in any way relating to the Issuer or its Affiliates, the Restructuring, the July SPA (each a “Xxxxxxxx Released Party” including any rights or claims with respect to Section 8.13 thereof), the Binding Term Sheet or the Consent Solicitation and Disclosure Statement (collectively, the “Xxxxxxxx Investor’s Released PartiesClaims”). Notwithstanding anything to the contrary contained in this Section 11.9(a), Investor Released Claims shall not include any claims any Investor Releasor may have against any Issuer Releasee pursuant to (i) from any other Contract (including an Operative Agreement) to which the Investor or any of its Affiliates, on the one hand, and all Claims that the Issuer or any of its Affiliates, on the other hand, is a party, (ii) any indemnification or similar agreement relating to such 1847 Related Party now has Investor Releasor’s position as a director or has ever had against officer of the Issuer or any of its Subsidiaries or (iii) any indemnification provisions contained in the certificate of incorporation or bylaws (or equivalent governing documents) of the Issuer or any of the Issuer’s Subsidiaries or under applicable Law. (b) Effective as of the Closing (but for the avoidance of doubt, without prejudice to any rights arising in respect of this Agreement or any other Operative Agreement), the Issuer, on behalf of itself and, to the extent legally empowered to do so, its past and present officers, managers, directors, Subsidiaries and Affiliates, and each of their respective Xxxxxxxx Released Parties successors and assigns (each an “1847 Claim” and collectively, the “1847 ClaimsIssuer Releasors”), hereby irrevocably releases, acquits and forever discharges, to the fullest extent permitted by Law, the Investor and each of its past and present officers, managers, directors, stockholders, Subsidiaries, Affiliates and other Representatives (each, an “Investor Releasee”) of, from and against any and all actions, causes of action, claims, demands, damages, judgments, liabilities, debts, dues and suits of every kind, nature and description whatsoever, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, existing or hereafter arising, which any Issuer Releasor ever had, now has or may have or claim to have against any Investor Releasee, whether arising contemporaneously with in law, equity or otherwise, to the extent arising out of, resulting from or relating to any matters or Events occurring on or prior to the Closing Date Closing, in any way relating to the Investor or its Affiliates, the Restructuring, the July SPA (including any rights or claims with respect to Section 8.13 thereof), the Binding Term Sheet or the Consent Solicitation and Disclosure Statement and Mr. Rxxxxxx Xxxxxx’x service as a director or officer of the Issuer or any of its Affiliates (collectively, the “Issuer’s Released Claims”). Notwithstanding anything to the contrary contained in this Section 11.9(b), Issuer’s Released Claims shall not include any claims any Issuer Releasor may have against any Investor Releasee pursuant to any other Contract (including an Operative Agreement) to which the Investor or any of its Affiliates, on account the one hand, and the Issuer or any of its Affiliates, on the other hand, is a party. (c) From and after the Closing, (a) the Investor agrees not to, and agrees to cause each Investor Releasor not to, assert any Investor’s Released Claims against the Issuer Releasees and (b) the Issuer agrees not to, and agrees to cause each Issuer Releasor not to, assert any Issuer’s Released Claims against the Investor Releasees. Notwithstanding anything contained in this Agreement to the contrary, (i) the provisions contained in this Section 11.9 shall terminate upon any termination of this Agreement and (ii) each Investor Releasor and Issuer Releasor retains, and does not release, waive or arising out limit in any manner its respective rights and interests under the terms and conditions of this Agreement. For the avoidance of doubt, and notwithstanding anything contained in this Agreement to the contrary, no breach of any matterprovision in this Agreement shall be released, causewaived or limited pursuant this Section 11.9, irrespective of whether the matter or event occurring contemporaneously with Event giving rise to such breach of this Agreement occurred on or prior to the Closing Date; provided, however, that 1847 Claims shall not include, and nothing contained herein shall operate to release, (i) any obligations of any Party hereto relating to this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the 1847 Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the ArbitrationClosing. b. As of the Closing Date, each of Xxxxxxxx Parties, on behalf of himself or itself, and his or its respective officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Related Party” and collectively, the “Xxxxxxxx Related Parties”), releases, remises, and forever discharges each of the 1847 Parties and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Released Party” and collectively, the “1847 Released Parties”) from any and all Claims that such Xxxxxxxx Related Party now has or has ever had against the respective 1847 Released Parties (each a “Xxxxxxxx Claim” and collectively, the “Xxxxxxxx Claims”), whether arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing Date; provided, however, that Xxxxxxxx Claims shall not include, and nothing contained herein shall operate to release, (i) any obligations of any party hereto relating to this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other document contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the Xxxxxxxx Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitration.

Mutual Releases. a. As of (a) Subject to the Closing Datepayments and deliveries described in paragraph 2 hereof, MTE, TVLC and TVLCA hereby unconditionally release and forever discharge each of the 1847 Parties on behalf of itselfother, their current and its respective former officers, directors, shareholders, partners, beneficiaries, agents, subsidiaries, affiliates, affiliated agents, employees, attorneys, membersrepresentatives, managersinsurers, successors, assigns and assigns (each an “1847 Related Party” and collectively, the “1847 Related Parties”), releases, remises, and forever discharges each of the Xxxxxxxx Parties, and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Released Party” and collectively, the “Xxxxxxxx Released Parties”) heirs from any and all Claims that such 1847 Related Party now has or has ever had against the respective Xxxxxxxx Released Parties (each an “1847 Claim” sums of money, accounts, and collectivelyclaims, the “1847 Claims”), whether arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause, or event occurring contemporaneously relating to TVLCA's failure to pay the Overdue Payments to MTE in accordance with or prior the Lease Agreement. (b) All parties to this Agreement do hereby acknowledge that there is a risk that subsequent to the Closing Date; provided, however, that 1847 Claims shall not include, and nothing contained herein shall operate to release, (i) any obligations execution of any Party hereto relating to this Agreement, one or more parties may incur or suffer loss, damage or injuries which are in some way caused by the other Transaction Documentstransactions or dealings referred to in paragraph 1(a) above, but which are unknown and unanticipated at the time this Agreement is signed. (c) All parties hereto do hereby assume the above-mentioned risks and intend that this Agreement shall apply to all unknown or unanticipated results of the transactions and occurrences described above, as well as those known and anticipated, and upon the advice of legal counsel, all parties do hereby waive any and all rights to bring forth any claims whatsoever relating to transactions or dealings between the parties hereto. (d) The advice of legal counsel has been obtained by all parties prior to signing this Agreement. All parties represent that they have executed this Agreement voluntarily, with full knowledge of its significance, and with the express intention of extinguishing of all obligations between the parties arising out of or relating to the transactions or dealings referred to in paragraph 1(a) above. (e) Each party hereto represents and warrants that no portion of any claim or claims, nor any portion of any recovery or settlement, To Whom It May Concern: which each party might be entitled has been assigned, subrogated or transferred to any other documentperson or entity, instrument whether firm, partnership, corporation or agreement contemplatedotherwise. In the event that any claim, executed, demand or delivered in connection with suit should be made or instituted against any of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach parties hereto because of any covenant under this Agreementsuch purported assignment or subrogation or transfer, the other Transaction Documentsparty, as the case may be, agrees to defend, indemnify and hold harmless the other parties against any claim or claims, and to pay and satisfy any other documentsuch claims, instrument sale or agreement contemplateddemand, executedincluding necessary expenses of investigation, or delivered in connection with any attorneys' fees and costs. It is the express intention of the foregoing, including but parties hereto that payment is not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the 1847 Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitration. b. As of the Closing Date, each of Xxxxxxxx Parties, on behalf of himself or itself, and his or its respective officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Related Party” and collectively, the “Xxxxxxxx Related Parties”), releases, remises, and forever discharges each of the 1847 Parties and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Released Party” and collectively, the “1847 Released Parties”) from any and all Claims that such Xxxxxxxx Related Party now has or has ever had against the respective 1847 Released Parties (each a “Xxxxxxxx Claim” and collectively, the “Xxxxxxxx Claims”), whether arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing Date; provided, however, that Xxxxxxxx Claims shall not include, and nothing contained herein shall operate to release, (i) any obligations of any party hereto relating condition precedent to this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other document contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the Xxxxxxxx Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the ArbitrationIndemnity.

Mutual Releases. a. As (a) In exchange for mutual termination of the Closing DateEmployment Agreement and the compensation and benefits provided for herein, each of the 1847 Parties on behalf of itselfhereto acknowledge a full resolution and satisfaction of, and its respective officershereby IRREVOCABLY AND UNCONDITIONALLY RELEASE, directors, agents, employees, attorneys, members, managers, successors, and assigns (REMISE AND FOREVER DISCHARGE each an “1847 Related Party” and collectively, the “1847 Related Parties”), releases, remises, and forever discharges each of the Xxxxxxxx Parties, and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Released Party” and collectively, the “Xxxxxxxx Released Parties”) other from any and all Claims that such 1847 Related Party liabilities, actions, causes of action, contracts, agreements, promises, claims and demands of any kind whatsoever, in law or equity, whether known or unknown, suspected or unsuspected, fixed or contingent, apparent or concealed, which they, their heirs, executors, administrators, successors or assigns ever had, now has have or has ever had against hereafter can, shall or may have for, upon, or by reason of any matter, cause or thing whatsoever, from the respective Xxxxxxxx Released Parties beginning of Employee’s employment with the Company to the day of the date of this Agreement, arising out of or relating to Employee’s employment, compensation and benefits with the Company and/or the termination thereof including, without limitation, contract claims, benefit claims, tort claims, harassment, defamation and other personal injury claims, fraud claims, whistleblower claims, unjust, wrongful or constructive dismissal claims and any claims under any municipal, state or federal wage payment, discrimination or fair employment practices law, statute or regulation, and claims for costs, expenses and attorneys' fees with respect thereto. (each an “1847 Claim” b) By signing this Agreement and collectivelyRelease and by acceptance of the compensation and benefits provided for herein, the “1847 Claims”)Parties hereby WAIVE, whether arising contemporaneously RELEASE AND COVENANT NOT TO XXX each other with or prior respect to the Closing Date or on account of any matter relating to or arising out of any matterEmployee’s employment, cause, or event occurring contemporaneously compensation and benefits with or prior to the Closing Date; provided, however, that 1847 Claims shall not includeCompany and/or the termination thereof, and nothing contained herein shall operate to releaseagree that neither they nor any person, organization or entity acting on their behalf will (i) any obligations file or participate or join in, encourage, assist, facilitate or permit the bringing or maintenance of any Party hereto claim or cause of action against the other, whether in the form of a federal, state or municipal court lawsuit or administrative agency action or otherwise, on the basis of any claim arising out of or relating to this AgreementEmployee’s employment, compensation, and benefits with the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of Company and/or the foregoing termination thereof or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Agreementseek reinstatement, the other Transaction Documents, reemployment or any other documentrelief from the Company, instrument however that relief might be called, whether back pay, compensatory damages, punitive damages, claims for pain and suffering, claims for attorneys' fees, reimbursement of expenses or agreement contemplatedotherwise, executed, or delivered in connection with any of on the foregoing, including but not limited to the failure basis of any representation or warranty made not being true such claim, except for claims for a breach of this Agreement and correct in all respects when madeRelease. Without limiting the foregoing, the 1847 Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitration. b. As of the Closing Date, each of Xxxxxxxx Parties, on behalf of himself or itself, and his or its respective officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Related Party” and collectively, the “Xxxxxxxx Related Parties”), releases, remises, and forever discharges each of the 1847 Parties and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Released Party” and collectively, the “1847 Released Parties”) from any and all Claims that such Xxxxxxxx Related Party now has or has ever had against the respective 1847 Released Parties (each a “Xxxxxxxx Claim” and collectively, the “Xxxxxxxx Claims”), whether arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing Date; provided, however, that Xxxxxxxx Claims shall not include, and nothing Nothing contained herein shall operate be deemed to release, (i) any obligations constitute an admission or evidence of any party hereto wrongdoing or liability on the part of either Party hereto. It is expressly understood and agreed that this Agreement and Release shall act as a complete bar to any claim, demand or action of any kind whatsoever brought by either Party against the other relating to this AgreementEmployees employment, compensation and benefits with the other Transaction DocumentsCompany and/or the termination thereof, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or except for claims for breach of any covenant under this Agreement, the other Transaction Documents, or any other document contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true Agreement and correct in all respects when made. Without limiting the foregoing, the Xxxxxxxx Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the ArbitrationRelease.

Mutual Releases. a. As of the Closing Date, each of the 1847 Parties on behalf of itself, and its respective officers, directors, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Related Party” and collectively, the “1847 Related Parties”), releases, remises, and forever discharges each of the Xxxxxxxx Parties, and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Released Party” and collectively, the “Xxxxxxxx Released Parties”) from Except for any and all Claims that such 1847 Related Party now has rights or has ever had against the respective Xxxxxxxx Released Parties (each an “1847 Claim” and collectively, the “1847 Claims”), whether arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing Date; provided, however, that 1847 Claims shall not include, and nothing contained herein shall operate to release, (i) any obligations of any Party hereto relating to claims created by this Agreement, in consideration of and in return for the promises and covenants undertaken herein by ATC, and for other Transaction Documentsgood and valuable consideration, or any other documentreceipt of which is hereby acknowledged: Xxxxxxx, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoingfor himself and anyone who may claim through him, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoinghis heirs, the 1847 Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitration. b. As of the Closing Date, each of Xxxxxxxx Parties, on behalf of himself or itselfsuccessors, and his or its respective officersassigns, directorsdoes hereby irrevocably and unconditionally remise, release, and forever discharge ATC, and all ATC’s current and former agents, employees, representatives, attorneys, membersinsurers, managersrelated entities and the predecessors, executors, personal representatives, trustees, heirs, beneficiaries, successorssuccessors and assigns of all of them, and assigns all persons acting by, through, under or in concert with any of them (each a hereinafter collectively referred to as “Xxxxxxxx Related Party” and collectively, the “Xxxxxxxx Related PartiesReleasees”), releases, remises, of and forever discharges each of the 1847 Parties and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Released Party” and collectively, the “1847 Released Parties”) from any and all Claims that such Xxxxxxxx Related Party now has or has ever had against the respective 1847 Released Parties actions, causes of action, suits, liabilities, defenses, claims, demands and expenses (each a “Xxxxxxxx Claim” including all costs and collectivelyattorneys’ fees) of any nature whatsoever, the “Xxxxxxxx Claims”)both at law and in equity, whether arising contemporaneously with known or unknown, which have accrued on or prior to the Closing Date date of this Agreement, including specifically but not exclusively and without limiting the generality of the foregoing, any and all claims, demands, grievances, agreements, obligations and causes of action, known or on account of unknown, suspected or unsuspected: (1) arising out of or in any matterway connected with the Disputes; (2) arising out of Xxxxxxx’x employment with ATC; (3) arising out of or in any way connected with the Litigation; or (4) arising out of or in any way connected with any claim, causeloss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of the Releasees, or event occurring contemporaneously with any of them, committed or prior to omitted on or before the Closing Date; provided, however, that Xxxxxxxx Claims shall not include, and nothing contained herein shall operate to release, (i) Effective Date hereof. b. Except for any obligations of any party hereto relating to rights or claims created by this Agreement, in consideration of and in return for the promises and covenants undertaken herein by Xxxxxxx, and for other Transaction Documentsgood and valuable consideration, or any other documentreceipt of which is hereby acknowledged: ATC, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other document contemplated, executed, or delivered in connection with any of the foregoingfor itself and anyone who may claim through it, including but not limited to its heirs, successors, and assigns, does hereby irrevocably and unconditionally remise, release, and forever discharge Xxxxxxx, and all Xxxxxxx’x current and former agents, employees, representatives, attorneys, insurers, related entities and the failure predecessors, successors and assigns of all of them, and all persons acting by, through, under or in concert with any of them (hereinafter collectively referred to as “Releasees”), of and from any and all actions, causes of action, suits, liabilities, defenses, claims, demands and expenses (including all costs and attorneys’ fees) of any representation nature whatsoever, both at law and in equity, whether known or warranty made unknown, which have accrued on or prior to the date of this Agreement, including specifically but not being true exclusively and correct in all respects when made. Without without limiting the generality of the foregoing, any and all claims, demands, grievances, agreements, obligations and causes of action, known or unknown, suspected or unsuspected: (1) arising out of or in any way connected with the Xxxxxxxx Related Parties’ Disputes; (2) arising out of Xxxxxxx’x employment with ATC; (3) arising out of or in any way connected with the Litigation; or (4) arising out of or in any way connected with any claim, loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of the Releasees, or any of them, committed or omitted on or before the Effective Date hereof. The mutual releases include all Claims asserted in the Arbitration or under this paragraph 2 do not apply to any claim which could have been asserted in the Arbitrationas a matter of law cannot be released.

Mutual Releases. a. (a) As of the Closing Effective Date, each of the 1847 Parties on behalf Seller and Guarantor hereby releases Buyer, CSFB Hong Kong and all of itself, their former and its respective current officers, directors, employees, shareholders, agents, employeesrepresentatives, advisors, attorneys, membersaccountants, managersparents, successorssubsidiaries, affiliates and assigns any predecessors and successors of any of the foregoing (each an “1847 Related Party” and collectively, the “1847 Related Parties”), releases, remises, and forever discharges each of the Xxxxxxxx Parties, and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Released Party” and collectively, the “Xxxxxxxx Released Parties”"Buyer Releasees") from any and all Claims claims, actions, cause of action, demands and charges of whatever nature, known or unknown, including actual, consequential, punitive and other damages, that such 1847 Related Party now either of them has or has ever had may have against any of the respective Xxxxxxxx Released Parties (each an “1847 Claim” and collectively, the “1847 Claims”), whether arising contemporaneously with or prior Buyer Releasees relating to the Closing Date or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to from the Closing Date; provided, however, that 1847 Claims shall not include, and nothing contained herein shall operate to release, (i) any obligations of any Party hereto relating to this Agreement, the HK Agreement, any Transaction, any HK Transaction, any Security subject to any Transaction or HK Transaction, any other Transaction Documents, repurchase agreement to which Seller is a party with Buyer or any other documentBuyer Releasee, instrument or agreement contemplatedand all related documents and transactions. (b) As of the Effective Date, executedBuyer hereby releases Seller, or delivered in connection with Guarantor and all of their former and current officers, directors, employees, shareholders, agents, representatives, advisors, attorneys, accountants, parents, subsidiaries, affiliates and any predecessors and successors of any of the foregoing (collectively, the "Seller Releasees") from any and all claims, actions, cause of action, demands and charges of whatever nature, known or (ii) unknown, including actual, consequential, punitive and other damages, that it has or may have against any Claim(s) that arise out of the Seller Releasees relating to or relate to any misrepresentation or breach of any covenant under this arising from the Agreement, the HK Agreement, any Transaction, any HK Transaction, any Security subject to any Transaction or HK Transaction, any other Transaction Documents, repurchase agreement to which Buyer is a party with Seller or any other documentSeller Releasee, instrument and all related documents and transactions (collectively, the "Buyer Claims"); PROVIDED, HOWEVER, that this Section 11(b) shall not be deemed to release WREI or agreement contemplatedany of its officers, executeddirectors, or delivered in connection with employees, shareholders, agents, representatives, advisors, attorneys, accountants, parents, subsidiaries, affiliates and any predecessors and successors of any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the 1847 Related Parties’ releases include all Claims asserted each case in the Arbitration or which could have been asserted in the Arbitration. b. As of the Closing Date, each of Xxxxxxxx Parties, on behalf of himself or itself, and his or its respective officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Related Party” and collectively, the “Xxxxxxxx Related Parties”), releases, remises, and forever discharges each of the 1847 Parties and their respective affiliatescapacities as such, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Released Party” and collectively, the “1847 Released Parties”) from any and all Claims that such Xxxxxxxx Related Party now has or has ever had against the respective 1847 Released Parties (each a “Xxxxxxxx Claim” and collectively, the “Xxxxxxxx Buyer Claims”), whether arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing Date; provided, however, that Xxxxxxxx Claims shall not include, and nothing contained herein shall operate to release, (i) any obligations of any party hereto relating to this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other document contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the Xxxxxxxx Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitration.

Mutual Releases. a. As Effective as of the Closing DateClosing: (a) Each of Xxxx and the Purchaser, for itself and each of its Affiliates (including the 1847 Parties on behalf Partnership) and each of itselfits and their respective successors and assigns (each, a “Purchaser Releasing Party”) release and absolutely forever discharge PolyOne and its Subsidiaries, and its respective officerseach of their equityholders, Affiliates, directors, agentsofficers, employees, attorneyscontractors, membersconsultants, managersagents and advisors (each, successors, and assigns (each an “1847 Related Party” and collectively, the “1847 Related Parties”), releases, remises, and forever discharges each of the Xxxxxxxx Parties, and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Xxxxxxxx Purchaser Released Party” and collectively, the “Xxxxxxxx Released Parties”) from and against all Purchaser Released Matters. “Purchaser Released Matters” mean any and all Claims claims, demands, damages, debts, liabilities, obligations, costs, expenses (including attorneys’ and accountants’ fees and expenses), actions and causes of action of any nature whatsoever, whether now known or unknown, suspected or unsuspected, that such 1847 Related any Purchaser Releasing Party now has has, or has ever had against at any time previously had, or shall or may have in the respective Xxxxxxxx Released Parties (each future, as an “1847 Claim” and collectivelyequity holder, director, officer, contractor, consultant, employee, agent, advisor of the “1847 Claims”)Partnership or otherwise, whether arising contemporaneously with or prior to the Closing Date or on account of or extent relating to, arising out of or resulting from the Partnership, the Partnership Agreement, the Partnership Guaranties, the Operating Agreement, the Chlorine Sales Agreement, the CSA Letter Agreements or any matter, cause, or event occurring contemporaneously with or prior right relating to any of the Closing Dateforegoing; provided, however, provided that 1847 Claims shall not include, and nothing contained herein shall operate to release, (i) the Purchaser Released Matters shall not include any obligations right of any Purchaser Releasing Party hereto relating to contained in this Agreement, the other Transaction Documents, Agreement and (ii) if Occidental Petroleum Corporation or any other document, instrument of its Affiliates (or agreement contemplated, executed, any successor or delivered in connection with assign of any of the foregoing or (iiwith respect to the Chlorine Sales Agreement) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Agreementbecomes a Seller Releasing Party, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection foregoing release with any of the foregoing, including but not limited respect to the failure of any representation or warranty made not being true and correct in all respects when madeChlorine Sales Agreement shall be void ab initio at such time. Without limiting Notwithstanding the foregoing, the 1847 Related PartiesPurchaser Released Matters shall not include any claims, demands, damages, debts, liabilities, obligations, costs, expenses (including attorneys’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitration. b. As of the Closing Date, each of Xxxxxxxx Parties, on behalf of himself or itself, and his or its respective officers, directors, agents, employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, accountants’ fees and assigns (each a “Xxxxxxxx Related Party” and collectively, the “Xxxxxxxx Related Parties”expenses), releases, remises, actions and forever discharges each causes of the 1847 Parties and their respective affiliates, subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Released Party” and collectively, the “1847 Released Parties”) from action of any and all Claims that such Xxxxxxxx Related Party now has or has ever had against the respective 1847 Released Parties (each a “Xxxxxxxx Claim” and collectively, the “Xxxxxxxx Claims”)nature whatsoever, whether arising contemporaneously with now known or prior unknown, suspected or unsuspected, that any Purchaser Releasing Party has, previously had or may have to the Closing Date or on account of or extent relating to, arising out of any matter, cause, or event occurring contemporaneously with or prior to resulting from the Closing Date; provided, however, that Xxxxxxxx Claims shall not include, and nothing contained herein shall operate to release, (i) any obligations of any party hereto relating to this Agreement, the other Transaction Documents, or any other document, instrument or agreement contemplated, executed, or delivered in connection with any of the foregoing or (ii) any Claim(s) that arise out of or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other document contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the Xxxxxxxx Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the ArbitrationExcluded Contract.