Common use of Mutual Releases Clause in Contracts

Mutual Releases. On the Effective Date, (a) the Debtors and the Reorganized Debtors, on behalf of themselves and their Estates, any Person seeking to exercise any rights of the Debtors, the Reorganized Debtors or their Estates, including any successor to the Debtors or the Reorganized Debtors or any estate representative appointed or selected pursuant to section 1123 of the Bankruptcy Code and all of their respective officers, directors and employees, and all of their respective partners, advisors, attorneys, financial advisors, accountants and other professionals, (b) the members of, and counsel and financial advisors to, the Creditors Committee, (c) the members of, and counsel and financial advisors to, the Ad Hoc Unsecured Noteholders Committee, (d) the DIP Agent and the DIP Lenders, each in their capacities as such, and their respective legal counsel and financial advisors, (e) Citibank, N.A., Barclays Bank PLC and Barclays Capital Inc., in their respective capacities under the Securitization Facility, (f) the Indenture Trustees, each in their capacity as such, other than any Indenture Trustee who objects to confirmation of this Plan or any transaction contemplated herein, (g) the Monitor in its capacity as such, its current officers and directors, and its legal counsel and financial advisors, (h) the Secured Funded Debt Administrative Agents and Secured Funded Debt Lenders, each in their capacity as such, and their counsel and financial advisors, and (i) the Backstop Parties, each in their capacities as such, and their respective legal counsel and financial advisors (collectively clauses (a) through (i) being the “Released Parties,” and each a “Released Party”), shall be deemed to and shall unconditionally and irrevocably release each other from any and all claims, obligations, suits, judgments, damages, rights, Causes of Action and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, based in whole or in part upon actions taken in their respective capacities described above or any omission, transaction, event or other occurrence taking place on or prior to the Effective Date in any way relating to the Debtors, the Chapter 15 Debtors, the CCAA Debtors, the Chapter 11 Cases, the Chapter 15 Cases, the CCAA Proceedings, the Rights Offering, the Plan, and the CCAA Plan, except that (i) no individual shall be released from any act or omission that constitutes gross negligence or willful misconduct, (ii) the Reorganized Debtors shall not relinquish or waive the right to assert any of the foregoing as a legal or equitable defense or right of setoff or recoupment against any Claims of any such Persons asserted against the Debtors or the Reorganized Debtors, (iii) the foregoing release shall not apply to any express contractual or financial obligations owed to the Debtors or Reorganized Debtors or any obligation arising under the Plan or an agreement entered into pursuant to, or contemplated by, the Plan; (iv) the forgoing release shall not apply to any Claims for indemnification under the Secured Funded Debt Agreements; and (v) the foregoing releases shall not apply to any Employee Transferee Actions.

Mutual Releases. On the Effective Date, (a) Subject to and effective upon the Debtors receipt by Executive of the Settlement Amount on or before the Payment Date, each of the Company and Executive does hereby irrevocably release the Reorganized Debtorsother Party, on behalf of themselves and their Estates, any Person seeking to exercise any rights of the Debtors, the Reorganized Debtors or their Estates, including any successor to the Debtors or the Reorganized Debtors or any estate representative appointed or selected pursuant to section 1123 of the Bankruptcy Code and all of their respective officers, directors and employeesthemselves, and all of their respective partnerspersons or entities claiming by, advisors, attorneys, financial advisors, accountants and other professionals, (b) the members of, and counsel and financial advisors to, the Creditors Committee, (c) the members of, and counsel and financial advisors to, the Ad Hoc Unsecured Noteholders Committee, (d) the DIP Agent and the DIP Lenders, each in their capacities as suchthrough or under them, and their respective legal counsel shareholders, officers, directors, heirs, successors and financial advisorsassigns, hereby fully, completely and finally waive, release, remise, acquit, and forever discharge and covenant not to sxx the other Party (e) Citibankand, N.A., Barclays Bank PLC and Barclays Capital Inc., in their respective capacities under with respect to the Securitization Facility, (f) the Indenture Trustees, each in their capacity as such, other than any Indenture Trustee who objects to confirmation of this Plan or any transaction contemplated herein, (g) the Monitor in its capacity as suchCompany, its current officers and officers, directors, and its legal counsel and financial advisorsshareholders, (h) the Secured Funded Debt Administrative Agents and Secured Funded Debt Lenderstrustees, each in their capacity as suchparent companies, sister companies, affiliates, subsidiaries, employers, attorneys, accountants, predecessors, successors, insurers, representatives, and their counsel and financial advisors, and (i) the Backstop Parties, each in their capacities as such, and their respective legal counsel and financial advisors (collectively clauses (a) through (i) being the “Released Parties,” and each a “Released Party”agents), shall be deemed with respect to and shall unconditionally and irrevocably release each other from any and all claims, obligationsdemands, suits, judgmentsmanner of obligation, damagesdebt, rightsliability, Causes expenses, or causes of Action and liabilities action of any kind whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, based in whole at law or in part upon actions taken in their respective capacities described above equity (collectively, “Claim(s)”), including without limitation, all claims and causes of action arising out of or any omission, transaction, event or other occurrence taking place on or prior to the Effective Date in any way relating to the Debtors, the Chapter 15 Debtors, the CCAA Debtors, the Chapter 11 Cases, the Chapter 15 Cases, the CCAA Proceedings, the Rights Offering, the Plan, and the CCAA Plan, except that (i) no individual shall be released from any act payment of the Settlement Amount, or omission that constitutes gross negligence or willful misconduct, (ii) accrued and unpaid base salary owed to Executive pursuant to Section 4.1(a) of the Reorganized Debtors shall Original Management Services Agreement, covering the Settlement Period and any period prior thereto. The Parties warrant and represent that they have not relinquish assigned or otherwise transferred any Claim released by this Settlement Agreement. (b) The Parties acknowledge and agree that these releases are GENERAL RELEASES. The Parties expressly waive and assume the risk of any and all Claims which exist as of this date, but which they do not know or suspect to exist, whether through ignorance, oversight, error, negligence, or otherwise, and which, if known, would materially affect his or her or its decision to enter into this Settlement Agreement. The Parties expressly acknowledge that this waiver of Claims includes any Claims for any alleged fraud, deception, concealment, misrepresentation or any other misconduct of any kind in procuring this Settlement Agreement. The Parties specifically do not, however, waive or release any claim that may arise for breach of this Settlement Agreement. Executive specifically waives the protections of California Civil Code Section 1542, which states that “a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” (c) The Parties acknowledge and agree that the Executive does not, by execution of this Settlement Agreement, waive, release or discharge any Claims arising out of relating to (i) accrued and unpaid compensation under the Original Management Service Agreement or the Second Amended and Restated Management Agreement that occur after the Settlement Period or after the date hereof; (ii) any right to assert file an administrative charge or complaint with the Equal Employment Opportunity Commission or other administrative agency, although Executive waives any of right monetary relief related to or arising during the foregoing as a legal Settlement Period or equitable defense or right of setoff or recoupment against any Claims of any such Persons asserted against the Debtors or the Reorganized Debtors, period prior thereto; and (iii) the foregoing release shall not apply any rights to any express contractual or financial obligations owed to the Debtors or Reorganized Debtors or any obligation arising benefits other than base salary that may have vested under the Plan or an agreement entered into pursuant toOriginal Management Service Agreement, or contemplated by, the Plan; (iv) the forgoing release shall not apply to any Claims for indemnification that may vest under the Secured Funded Debt Agreements; Second Amended and (v) the foregoing releases shall not apply to any Employee Transferee ActionsRestated Management Agreement.

Mutual Releases. On the Effective Date, (a) the Debtors Each of Celanese and the Reorganized DebtorsSeller, on its own behalf and on behalf of themselves its Representatives, successors and assigns (the “Seller Released Parties”), hereby, effective as of the Closing, generally, irrevocably, unconditionally and completely waives and releases and forever discharges the Company, the Company’s Subsidiaries, Purchaser and each of their respective Representatives, successors and assigns (the “Purchaser Released Parties”) of and from all demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and other Liabilities whatsoever of every name and nature, both at law and in equity, whether arising directly or indirectly from any act or omission, whether intentional or unintentional (i) arising under, relating to, or resulting from (x) the Company Organizational Documents; or (y) the Terminated Agreements; or (ii) otherwise arising out of, relating to, or resulting from, (x) the Company or any of its Subsidiaries or their respective businesses, (y) Purchaser’s ownership of the Company; or (z) a Purchaser Released Party acting as a director, officer, contractor, consultant, employee, agent or advisor of the Company or any of its Subsidiaries prior to the Closing (collectively, the “Seller Released Liabilities”); provided, that this release shall not affect the Surviving Payment Obligations, the Surviving Agreements, or the Purchaser Released Parties’ and their Estatesrespective Affiliates’ rights and obligations under the Transaction Documents. Each of Celanese and Seller shall not, and shall ensure that the Seller Released Parties do not, commence any Person seeking to exercise Action asserting any rights of the Debtors, the Reorganized Debtors claim or their Estatesdemand, including any successor claim of contribution or indemnification, against any Purchaser Released Party with respect to the Debtors Seller Released Liabilities. Seller shall reimburse Purchaser or the Reorganized Debtors Company or any estate representative appointed or selected pursuant to section 1123 other Purchaser Released Party for any reasonable and documented out-of-pocket costs and expenses, including attorneys’ fees, incurred by them as a result of any breach of this clause (a) by the Bankruptcy Code and all of their respective officers, directors and employees, and all of their respective partners, advisors, attorneys, financial advisors, accountants and other professionals, Seller Released Parties. (b) Each of Purchaser and the members Company, on its own behalf and on behalf of its respective Representatives, successors and assigns, hereby, effective as of the Closing, generally, irrevocably, unconditionally and completely waives and releases and forever discharges the Seller Released Parties of and from all demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and other Liabilities whatsoever of every name and nature, both at law and in equity, whether arising directly or indirectly from any act or omission, whether intentional or unintentional (i) arising under, relating to, or resulting from, (x) the Company Organizational Documents or any other organizational document of the Company or any of its Subsidiaries; or (y) the Terminated Agreements; or (ii) otherwise arising out of, and counsel and financial advisors relating to, or resulting from, (x) the Creditors CommitteeCompany or any of its Subsidiaries or their respective businesses, (y) Seller’s ownership of the Company; or (z) a Seller Released Party acting as a director, officer, contractor, consultant, employee, agent or advisor of the Company or any of its Subsidiaries prior to the Closing (collectively, the “Purchaser Released Liabilities”); provided, that this release shall not affect the Surviving Payment Obligations, the Surviving Agreements, or the Seller Released Parties’ and their respective Affiliates’ rights and obligations under the Transaction Documents. Each of Purchaser and the Company shall not, and shall ensure that the Purchaser Released Parties do not, commence any Action asserting any claim or demand, including any claim of contribution or indemnification, against any Seller Released Party with respect to the Purchaser Released Liabilities. Purchaser and the Company shall reimburse Celanese or Seller or any other Seller Released Party for any reasonable and documented out-of-pocket costs and expenses, including attorneys’ fees, incurred by them as a result of any breach of this clause (b) by the Purchaser Released Parties. (c) Following the members ofClosing, Seller and counsel and financial advisors to, the Ad Hoc Unsecured Noteholders Committee, (d) the DIP Agent and the DIP Lenders, each in their capacities as such, and their respective legal counsel and financial advisors, (e) Citibank, N.A., Barclays Bank PLC and Barclays Capital Inc.Purchaser agree to discuss, in their respective capacities sole discretion, any potential changes to Ticona’s right under Article 4.1(a)(iv) of that certain Joint Venture Agreement, among the Securitization FacilityCompany, Mitsubishi Gas Chemical Company, Inc., Korea Engineering Plastics Co., Ltd., Ticona and PTM Holdings, Inc., dated as of September 4, 2002, to appoint one (f1) director among the Indenture Trustees, each in their capacity as such, other than any Indenture Trustee who objects to confirmation of this Plan or any transaction contemplated herein, directors appointed by the Company under such agreement. (gd) the Monitor in its capacity as such, its current officers and directors, and its legal counsel and financial advisors, (h) the Secured Funded Debt Administrative Agents and Secured Funded Debt Lenders, each in their capacity as such, and their counsel and financial advisors, and (i) the Backstop Parties, each in their capacities as such, and their respective legal counsel and financial advisors (collectively clauses (a) through (i) being the “Released Parties,” and each a “Released Party”), shall be deemed to and shall unconditionally and irrevocably release each other from any and all claims, obligations, suits, judgments, damages, rights, Causes of Action and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, based in whole or in part upon actions taken in their respective capacities described above or any omission, transaction, event or other occurrence taking place on or prior Notwithstanding anything herein to the Effective Date in any way relating contrary, this Section 6.06 shall have no force and effect if the Closing does not occur or if this Agreement is terminated pursuant to the Debtors, the Chapter 15 Debtors, the CCAA Debtors, the Chapter 11 Cases, the Chapter 15 Cases, the CCAA Proceedings, the Rights Offering, the Plan, and the CCAA Plan, except that (i) no individual shall be released from any act or omission that constitutes gross negligence or willful misconduct, (ii) the Reorganized Debtors shall not relinquish or waive the right to assert any of the foregoing as a legal or equitable defense or right of setoff or recoupment against any Claims of any such Persons asserted against the Debtors or the Reorganized Debtors, (iii) the foregoing release shall not apply to any express contractual or financial obligations owed to the Debtors or Reorganized Debtors or any obligation arising under the Plan or an agreement entered into pursuant to, or contemplated by, the Plan; (iv) the forgoing release shall not apply to any Claims for indemnification under the Secured Funded Debt Agreements; and (v) the foregoing releases shall not apply to any Employee Transferee ActionsSection 9.01.

Mutual Releases. On the Effective Date, (a) Effective upon timely payment as provided in Section 2 below, the Debtors and the Reorganized DebtorsParties, on behalf of themselves and their Estates, any Person seeking to exercise any rights of the Debtors, the Reorganized Debtors or their Estates, including any successor to the Debtors or the Reorganized Debtors or any estate representative appointed or selected pursuant to section 1123 of the Bankruptcy Code and all of their respective officers, directors and employeesthemselves, and all of their respective partnerspersons or entities claiming by, advisors, attorneys, financial advisors, accountants and other professionals, (b) the members of, and counsel and financial advisors to, the Creditors Committee, (c) the members of, and counsel and financial advisors to, the Ad Hoc Unsecured Noteholders Committee, (d) the DIP Agent and the DIP Lenders, each in their capacities as suchthrough or under them, and their respective legal counsel heirs, successors and financial advisorsassigns, (e) Citibankhereby fully, N.A.completely and finally waive, Barclays Bank PLC release, remise, acquit, and Barclays Capital Inc.forever discharge and covenant not to xxx the other Parties, in their as well as the other Parties’ respective capacities under the Securitization Facility_____ [specify, (f) the Indenture Trusteesas appropriate: officers, each in their capacity as such, other than any Indenture Trustee who objects to confirmation of this Plan or any transaction contemplated herein, (g) the Monitor in its capacity as such, its current officers and directors, and its legal counsel and financial advisorsshareholders, (h) the Secured Funded Debt Administrative Agents and Secured Funded Debt Lenderstrustees, each in their capacity as suchparent companies, sister companies, affiliates, subsidiaries, employers, attorneys, accountants, predecessors, successors, insurers, representatives, and their counsel and financial advisors, and (i) the Backstop Parties, each in their capacities as such, and their respective legal counsel and financial advisors (collectively clauses (a) through (i) being the “Released Parties,” and each a “Released Party”), shall be deemed agents] with respect to and shall unconditionally and irrevocably release each other from any and all claims, obligationsdemands, suits, judgmentsmanner of obligation, damagesdebt, rightsliability, Causes tort, covenant, contract, or causes of Action and liabilities action of any kind whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, based in whole at law or in part upon actions taken in their respective capacities described above equity, including without limitation, all claims and causes of action arising out of or any omission, transaction, event or other occurrence taking place on or prior to the Effective Date in any way relating to ___ [specify, as appropriate: the DebtorsLitigation or the Underlying Dispute]. The Parties warrant and represent that they have not assigned or otherwise transferred any claim or cause of action released by this Agreement. (b) The Parties acknowledge and agree that these releases are GENERAL RELEASES. The Parties expressly waive and assume the risk of any and all claims for damages which exist as of this date, the Chapter 15 Debtorsbut which they do not know or suspect to exist, the CCAA Debtorswhether through ignorance, the Chapter 11 Casesoversight, the Chapter 15 Caseserror, the CCAA Proceedingsnegligence, the Rights Offering, the Planor otherwise, and the CCAA Planwhich, except if known, would materially affect his or her or its decision to enter into this Agreement. The Parties expressly acknowledge that (i) no individual shall be released from this waiver of claims includes any act claims for any alleged fraud, deception, concealment, misrepresentation or omission that constitutes gross negligence or willful misconduct, (ii) the Reorganized Debtors shall not relinquish or waive the right to assert any of the foregoing as a legal or equitable defense or right of setoff or recoupment against any Claims other misconduct of any such Persons asserted against the Debtors kind in procuring this Agreement. The Parties specifically do not, however, waive or the Reorganized Debtors, (iii) the foregoing release shall not apply to any express contractual or financial obligations owed to the Debtors or Reorganized Debtors or any obligation arising under the Plan or an agreement entered into pursuant to, or contemplated by, the Plan; (iv) the forgoing release shall not apply to any Claims claim that may arise for indemnification under the Secured Funded Debt Agreements; and (v) the foregoing releases shall not apply to any Employee Transferee Actionsbreach of this Agreement.

Mutual Releases. On the Effective Date, (a) the Debtors and the Reorganized Debtors, on behalf of themselves and their Estates, any Person seeking to exercise any rights A. In consideration of the Debtorsagreements of ALRe and Holdings hereunder, the Reorganized Debtors or XL and XL Re release and forever discharge ALRe and Holdings, their Estatessubsidiaries, including any successor to the Debtors or the Reorganized Debtors or any estate representative appointed or selected pursuant to section 1123 of the Bankruptcy Code predecessors, successors and all assigns, and each of their respective officers, directors and employees, and all of their respective partners, advisors, attorneys, financial advisors, accountants and other professionals, affiliates (bthe "ALRe Related Parties") the members of, and counsel and financial advisors to, the Creditors Committee, (c) the members of, and counsel and financial advisors to, the Ad Hoc Unsecured Noteholders Committee, (d) the DIP Agent and the DIP Lenders, each in their capacities as such, and their respective legal counsel and financial advisors, (e) Citibank, N.A., Barclays Bank PLC and Barclays Capital Inc., in their respective capacities under the Securitization Facility, (f) the Indenture Trustees, each in their capacity as such, other than any Indenture Trustee who objects to confirmation of this Plan or any transaction contemplated herein, (g) the Monitor in its capacity as such, its current officers and directors, and its legal counsel and financial advisors, (h) the Secured Funded Debt Administrative Agents and Secured Funded Debt Lenders, each in their capacity as such, and their counsel and financial advisors, and (i) the Backstop Parties, each in their capacities as such, and their respective legal counsel and financial advisors (collectively clauses (a) through (i) being the “Released Parties,” and each a “Released Party”), shall be deemed to and shall unconditionally and irrevocably release each other from any and all claimsliabilities and obligations of the ALRe Related Parties arising under or related to the Retrocession Agreements, obligationsthe Administration Agreement, suits, judgments, damages, rights, Causes the Master Agreement and the Letters of Action and liabilities whatsoeverIntent, whether known or unknown, foreseen reported or unforeseen, unreported and whether currently existing or hereafter arisingarising in the future, including, but not limited to, all claims, debts, demands, causes of action, duties, sums of money, covenants, contracts, controversies, agreements, promises, doings, omissions, damages, judgments, costs, expenses, and losses whatsoever (including without limitation any claims based on fraud, bad faith or extracontractual liabilities). XL and XL Re further acknowledge that the provisions of this Agreement are in lawcomplete accord, equity or otherwisesatisfaction, based in whole or in part upon actions taken in their respective capacities described above or any omission, transaction, event or other occurrence taking place on or prior to settlement and commutation of ALRe's liabilities and obligations under the Effective Date in any way relating to the DebtorsRetrocession Agreements, the Chapter 15 DebtorsAdministration Agreement, the CCAA Debtors, the Chapter 11 Cases, the Chapter 15 Cases, the CCAA Proceedings, the Rights Offering, the Plan, Master Agreement and the CCAA PlanLetters of Intent; provided that, except that for the avoidance of doubt, nothing in this Agreement shall be construed to (i) no individual shall be released release or relieve ALRe or Holdings from any act indemnification obligation that it owes or omission may owe in the future to any of its directors that constitutes gross negligence are officers, directors, or willful misconductdesignees of, or otherwise related to, XL, (ii) release or relieve ALRe or Holdings from any obligation that it may have, now or in the Reorganized Debtors shall not relinquish or waive the right future, to assert any affiliate of the foregoing XL as a legal shareholder or equitable defense or right warrantholder of setoff or recoupment against any Claims of any such Persons asserted against the Debtors or the Reorganized DebtorsHoldings, (iii) the foregoing release shall not apply to any express contractual party from its obligations under this Agreement or financial obligations owed to the Debtors or Reorganized Debtors or any obligation arising under the Plan or an agreement entered into pursuant to, or contemplated by, the Plan; (iv) preclude XL from making any claims or cross-claims in connection with existing or future shareholder lawsuits against Holdings. B. In consideration of the forgoing agreements of XL and XL Re hereunder, ALRe and Holdings hereby release and forever discharge XL and XL Re, their subsidiaries , predecessors, successors and assigns, and each of their respective officers, directors and affiliates (the "XL Related Parties") from any and all liabilities and obligations of the XL Related Parties arising under or related to the Retrocession Agreements, the Administration Agreement, the Master Agreement, and the Letters of Intent, whether known or unknown, reported or unreported, and whether currently existing or arising in the future, including, but not limited to, all claims, debts, demands, causes of action, duties, sums of money, covenants, contracts, controversies, agreements, promises, doings, omissions, damages, judgments, costs, expenses, and losses whatsoever (including without limitation all claims based on fraud, bad faith or extracontractual liabilities). ALRe and Holdings further acknowledge that the provisions of this Agreement are in complete accord, satisfaction, settlement and commutation of XL's and XL Re's liabilities and obligations under the Retrocession Agreements, the Master Agreement and the Letters of Intent, provided that nothing in this Agreement shall be construed to release any party from its obligations under this Agreement. C. In the event that a court of Bermuda, the United States or any state of the United States (i) avoids or does not enforce or give full effect to the releases given by any party herein or (ii) avoids or does not give full effect to any payment or obligation made or required to be made by any party hereunder, then this Agreement and the releases herein by the parties shall, at the option of XL if the party referred to in (i) or (ii) is ALRe or Holdings or at the option of ALRe if the party referred to in (i) is XL or XL Re, be null and void. D. Each of the parties agrees and covenants that it will not file or cause to be filed any lawsuit, arbitration or other proceeding asserting any claim released by the release executed by it. In the event a party files any such lawsuit, arbitration or other proceeding, the party so filing will indemnify the other parties for all costs incurred in defending against such proceeding, including attorneys' fees. E. The parties shall not apply seek to reopen, set aside or otherwise dispute the effectiveness of this Agreement on any Claims for indemnification under grounds whatsoever, including without limitation, (i) that this Agreement is void or voidable on the Secured Funded Debt Agreements; grounds of intentional fraud, misrepresentation, mistake of law, mistake of fact or any other basis (it being understood that neither party has relied on any statement of any other party not set forth as an express warranty herein and that there is no fact that is or could be known to one party the disclosure of which would have caused the other party not to enter into this Agreement), (vii) that any of the foregoing releases parties in the future becomes aware of any mistake of law (including such mistake arising as a result of a subsequent change of law, which shall not apply to include, without limitation, a settled understanding of the law which is subsequently departed from by judicial decision) and/or (iii) any Employee Transferee Actionsmistake of fact in any way whatsoever connected with this Agreement.

Mutual Releases. On the Effective Date, (a) the Debtors and the Reorganized Debtors, on behalf of themselves and their Estates, any Person seeking to exercise any rights of the Debtors, the Reorganized Debtors or their Estates, including any successor to the Debtors or the Reorganized Debtors or any estate representative appointed or selected pursuant to section 1123 of the Bankruptcy Code and all of their respective officers, directors and employees, and all of their respective partners, advisors, attorneys, financial advisors, accountants and other professionals, (b) the members of, and counsel and financial advisors to, the Creditors Committee, (c) the members of, and counsel and financial advisors to, the Ad Hoc Unsecured Noteholders Committee, (d) the DIP Agent and the DIP Lenders, each in their capacities as such, and their respective legal counsel and financial advisors, (e) Citibank, N.A., Barclays Bank PLC and Barclays Capital Inc., in their respective capacities under the Securitization Facility, (f) the Indenture Trustees, each in their capacity as such, other than any Indenture Trustee who objects to confirmation of this Plan or any transaction contemplated herein, (g) the Monitor in its capacity as such, its current officers and directors, and its legal counsel and financial advisors, (h) the Secured Funded Debt Administrative Agents and Secured Funded Debt Lenders, each in their capacity as such, and their counsel and financial advisors, and (i) the Backstop PartiesExcept as otherwise set forth in subsection (iii) below, each in their capacities as suchAcquisition Advisor for itself and for its managers, officers, members, employees, agents, representatives, and their respective legal counsel affiliated companies, hereby releases and financial advisors (collectively clauses (a) through (i) being forever discharges the “Released Parties,” REIT, and each a “Released Party”)of its directors, shall be deemed to officers, employees, agents, representatives, and shall unconditionally and irrevocably release each other affiliated companies (collectively, the "REIT Related Persons") from any and all liabilities, claims, obligationscauses of action, suitscosts (including costs of suit and reasonable attorney's fees and expenses), judgmentsdemands, damages, rightslosses or obligations of whatever nature, Causes of Action and liabilities whatsoevercharacter, type or description, whether known or unknown, foreseen asserted or unforeseenunasserted, existing which the Acquisition Advisor has or asserts, or may hereafter arisinghave or assert against any of the REIT Related Persons, in law, equity or otherwise, based in whole or in part upon actions taken in their respective capacities described above or any omission, transaction, event or other occurrence taking place on or prior to the Effective Date in any way relating to the Debtors, the Chapter 15 Debtors, the CCAA Debtors, the Chapter 11 Cases, the Chapter 15 Cases, the CCAA Proceedings, the Rights Offering, the Plan, and the CCAA Plan, except that (i) no individual shall be released from by reason of any act or omission arising out of or from the performance or non-performance by the REIT prior to the date of the Agreement of that constitutes gross negligence or willful misconductcertain Post-Formation Acquisition Agreement dated April 22, 1996 between the parties hereto, as amended by that certain First Amendment to Post-Formation Agreement dated June 12, 1996 (as amended, the "Original Acquisition Agreement"). (ii) Except as otherwise set forth in subsection (iii) below, the Reorganized Debtors shall not relinquish REIT for itself and for its directors, officers, employees, agents, representatives, and affiliated companies hereby releases and forever discharges the Acquisition Manager, and each of its managers, members, employees, agents, representatives, and affiliated companies (collectively, the "Acquisition Related Persons") from any and all liabilities, claims, causes of action, costs (including costs of suit and reasonable attorney's fees and expenses), demands, damages, losses or waive obligations of whatever nature, character, type or description, whether known or unknown, asserted or unasserted, which the right to REIT has or asserts, or may hereafter have or assert against any of the foregoing as a legal or equitable defense or right of setoff or recoupment against any Claims Acquisition Related Persons, by reason of any such act or omission arising out of or from the performance or non-performance by the Acquisition Related Persons asserted against prior to the Debtors or date of this Agreement of the Reorganized Debtors, Original Acquisition Agreement. (iii) Nothing contained in this Section 8(b) shall be deemed to release any claims or causes of action that either party may have against the foregoing release shall not apply to any express contractual other for the performance or financial obligations owed to non-performance of the Debtors or Reorganized Debtors or any obligation arising under terms of this Agreement from and after the Plan or an agreement entered into pursuant to, or contemplated by, the Plan; (iv) the forgoing release shall not apply to any Claims for indemnification under the Secured Funded Debt Agreements; and (v) the foregoing releases shall not apply to any Employee Transferee Actionsdate hereof.

Mutual Releases. On the Effective Date, (a) Subject to and effective upon the Debtors receipt by Xxxxx on or prior to September 23, 2016 (“Payment Date”) of $50,000.00 (Fifty Thousand Dollars) (the “Settlement Amount”), each of Del Toro and Xxxxx does hereby irrevocably release the Reorganized Debtorsother Party, on behalf of themselves and their Estates, any Person seeking to exercise any rights of the Debtors, the Reorganized Debtors or their Estates, including any successor to the Debtors or the Reorganized Debtors or any estate representative appointed or selected pursuant to section 1123 of the Bankruptcy Code and all of their respective officers, directors and employeesthemselves, and all of their respective partnerspersons or entities claiming by, advisors, attorneys, financial advisors, accountants and other professionals, (b) the members of, and counsel and financial advisors to, the Creditors Committee, (c) the members of, and counsel and financial advisors to, the Ad Hoc Unsecured Noteholders Committee, (d) the DIP Agent and the DIP Lenders, each in their capacities as suchthrough or under them, and their respective legal counsel and financial advisorsshareholders, (e) Citibankofficers, N.A., Barclays Bank PLC and Barclays Capital Inc., in their respective capacities under the Securitization Facility, (f) the Indenture Trustees, each in their capacity as such, other than any Indenture Trustee who objects to confirmation of this Plan or any transaction contemplated herein, (g) the Monitor in its capacity as such, its current officers and directors, heirs, successors and its legal counsel assigns, hereby fully, completely and financial advisorsfinally waive, (h) the Secured Funded Debt Administrative Agents and Secured Funded Debt Lendersrelease, each in their capacity as suchremise, acquit, and their counsel forever discharge and financial advisorscovenant not to xxx the other Parties, as well as the other Parties’ respective officers, directors, shareholders, trustees, parent companies, sister companies, affiliates, subsidiaries, employers, attorneys, accountants, predecessors, successors, insurers, representatives, and (i) the Backstop Parties, each in their capacities as such, and their respective legal counsel and financial advisors (collectively clauses (a) through (i) being the “Released Parties,” and each a “Released Party”), shall be deemed agents with respect to and shall unconditionally and irrevocably release each other from any and all claims, obligationsdemands, suits, judgmentsmanner of obligation, damagesdebt, rightsliability, Causes tort, covenant, contract, or causes of Action and liabilities action of any kind whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, based in whole at law or in part upon actions taken in their respective capacities described above equity, including without limitation, all claims and causes of action arising out of or any omission, transaction, event or other occurrence taking place on or prior to the Effective Date in any way relating to the DebtorsNotes and the conversion of the Notes into equity of Del Toro. The Parties warrant and represent that they have not assigned or otherwise transferred any claim or cause of action released by this Agreement. (b) The Parties acknowledge and agree that these releases are GENERAL RELEASES. The Parties expressly waive and assume the risk of any and all claims for damages which exist as of this date, the Chapter 15 Debtorsbut which they do not know or suspect to exist, the CCAA Debtorswhether through ignorance, the Chapter 11 Casesoversight, the Chapter 15 Caseserror, the CCAA Proceedingsnegligence, the Rights Offering, the Planor otherwise, and the CCAA Planwhich, except if known, would materially affect his or her or its decision to enter into this Agreement. The Parties expressly acknowledge that (i) no individual shall be released from this waiver of claims includes any act claims for any alleged fraud, deception, concealment, misrepresentation or omission that constitutes gross negligence or willful misconduct, (ii) the Reorganized Debtors shall not relinquish or waive the right to assert any of the foregoing as a legal or equitable defense or right of setoff or recoupment against any Claims other misconduct of any such Persons asserted against the Debtors kind in procuring this Agreement. The Parties specifically do not, however, waive or the Reorganized Debtors, (iii) the foregoing release shall not apply to any express contractual or financial obligations owed to the Debtors or Reorganized Debtors or any obligation arising under the Plan or an agreement entered into pursuant to, or contemplated by, the Plan; (iv) the forgoing release shall not apply to any Claims claim that may arise for indemnification under the Secured Funded Debt Agreements; and (v) the foregoing releases shall not apply to any Employee Transferee Actionsbreach of this Agreement.

Mutual Releases. On the Effective Date, (a) Subject to and effective upon the Debtors receipt by GENEVA on or prior to April 27, 2022 (“Payment Date”) of Fifty Thousand Dollars ($50,000.00)(the “Settlement Amount”), each of RIVULET and GENEVA does hereby irrevocably release the Reorganized Debtorsother Party, on behalf of themselves and their Estates, any Person seeking to exercise any rights of the Debtors, the Reorganized Debtors or their Estates, including any successor to the Debtors or the Reorganized Debtors or any estate representative appointed or selected pursuant to section 1123 of the Bankruptcy Code and all of their respective officers, directors and employeesthemselves, and all of their respective partnerspersons or entities claiming by, advisors, attorneys, financial advisors, accountants and other professionals, (b) the members of, and counsel and financial advisors to, the Creditors Committee, (c) the members of, and counsel and financial advisors to, the Ad Hoc Unsecured Noteholders Committee, (d) the DIP Agent and the DIP Lenders, each in their capacities as suchthrough or under them, and their respective legal counsel and financial advisorsshareholders, (e) Citibankofficers, N.A., Barclays Bank PLC and Barclays Capital Inc., in their respective capacities under the Securitization Facility, (f) the Indenture Trustees, each in their capacity as such, other than any Indenture Trustee who objects to confirmation of this Plan or any transaction contemplated herein, (g) the Monitor in its capacity as such, its current officers and directors, heirs, successors and its legal counsel assigns, hereby fully, completely and financial advisorsfinally waive, (h) the Secured Funded Debt Administrative Agents and Secured Funded Debt Lendersrelease, each in their capacity as suchremise, acquit, and their counsel forever discharge and financial advisorscovenant not to sxx the other Parties, as well as the other Parties’ respective officers, directors, shareholders, trustees, parent companies, sister companies, affiliates, subsidiaries, employers, attorneys, accountants, predecessors, successors, insurers, representatives, and (i) the Backstop Parties, each in their capacities as such, and their respective legal counsel and financial advisors (collectively clauses (a) through (i) being the “Released Parties,” and each a “Released Party”), shall be deemed agents with respect to and shall unconditionally and irrevocably release each other from any and all claims, obligationsdemands, suits, judgmentsmanner of obligation, damagesdebt, rightsliability, Causes tort, covenant, contract, or causes of Action and liabilities action of any kind whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, based in whole at law or in part upon actions taken in their respective capacities described above equity, including without limitation, all claims and causes of action arising out of or any omission, transaction, event or other occurrence taking place on or prior to the Effective Date in any way relating to the DebtorsNotes. The Parties warrant and represent that they have not assigned or otherwise transferred any claim or cause of action released by this Agreement. (b) The Parties acknowledge and agree that these releases are GENERAL RELEASES. The Parties expressly waive and assume the risk of any and all claims for damages which exist as of this date, the Chapter 15 Debtorsbut which they do not know or suspect to exist, the CCAA Debtorswhether through ignorance, the Chapter 11 Casesoversight, the Chapter 15 Caseserror, the CCAA Proceedingsnegligence, the Rights Offering, the Planor otherwise, and the CCAA Planwhich, except if known, would materially affect his or her or its decision to enter into this Agreement. The Parties expressly acknowledge that (i) no individual shall be released from this waiver of claims includes any act claims for any alleged fraud, deception, concealment, misrepresentation or omission that constitutes gross negligence or willful misconduct, (ii) the Reorganized Debtors shall not relinquish or waive the right to assert any of the foregoing as a legal or equitable defense or right of setoff or recoupment against any Claims other misconduct of any such Persons asserted against the Debtors kind in procuring this Agreement. The Parties specifically do not, however, waive or the Reorganized Debtors, (iii) the foregoing release shall not apply to any express contractual or financial obligations owed to the Debtors or Reorganized Debtors or any obligation arising under the Plan or an agreement entered into pursuant to, or contemplated by, the Plan; (iv) the forgoing release shall not apply to any Claims claim that may arise for indemnification under the Secured Funded Debt Agreements; and (v) the foregoing releases shall not apply to any Employee Transferee Actionsbreach of this Agreement.

Mutual Releases. On the Effective Date, (a) the Debtors and the Reorganized DebtorsThe Parties, on behalf of themselves and their Estates, any Person seeking to exercise any rights of the Debtors, the Reorganized Debtors or their Estates, including any successor to the Debtors or the Reorganized Debtors or any estate representative appointed or selected pursuant to section 1123 of the Bankruptcy Code and all of their respective officers, directors and employeesthemselves, and all of their respective partnerspersons or entities claiming by, advisors, attorneys, financial advisors, accountants and other professionals, (b) the members of, and counsel and financial advisors to, the Creditors Committee, (c) the members of, and counsel and financial advisors to, the Ad Hoc Unsecured Noteholders Committee, (d) the DIP Agent and the DIP Lenders, each in their capacities as suchthrough or under them, and their respective legal counsel heirs, successors and financial advisorsassigns, (e) Citibankhereby fully, N.A.completely and finally waive, Barclays Bank PLC release, remise, acquit, and Barclays Capital Inc.forever discharge and covenant not to xxx the other Parties, in their as well as the other Parties’ respective capacities under the Securitization Facilityofficers, (f) the Indenture Trustees, each in their capacity as such, other than any Indenture Trustee who objects to confirmation of this Plan or any transaction contemplated herein, (g) the Monitor in its capacity as such, its current officers and directors, and its legal counsel and financial advisorsshareholders, (h) trustees, parent companies, sister companies, affiliates, subsidiaries, employers, attorneys, accountants, predecessors, successors, cosigners of the Secured Funded Debt Administrative Agents and Secured Funded Debt LendersLease, each in their capacity as suchguarantors of the Lease, insurers, representatives, and their counsel and financial advisorsagents, and (i) the Backstop Parties, each in their capacities as such, and their respective legal counsel and financial advisors (collectively clauses (a) through (i) being the “Released Parties,” and each a “Released Party”), shall be deemed with respect to and shall unconditionally and irrevocably release each other from any and all claims, obligationsdemands, suits, judgmentsmanner of obligation, damagesdebt, rightsliability, Causes tort, covenant, contract, or causes of Action and liabilities action of any kind whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, based in whole at law or in part upon actions taken in their respective capacities described above equity, including without limitation, all claims and causes of action arising out of or any omission, transaction, event or other occurrence taking place on or prior to the Effective Date in any way relating to the Debtors, parties Lease for the Chapter 15 Debtors, rental of the CCAA Debtors, apartment located at ________________________________________ from the Chapter 11 Cases, beginning of time to the Chapter 15 Cases, effective date of this Agreement. The Parties warrant and represent that they have not assigned or otherwise transferred any claim or cause of action released by this Agreement. The only exception to this is that Landlord shall have the CCAA Proceedings, opportunity to do a walkthrough of the Rights Offering, the Plan, premise after Tenant has removed all her possessions with Tenant present and the CCAA Plan, except that (i) no individual shall be released from any act or omission that constitutes gross negligence or willful misconduct, (ii) the Reorganized Debtors shall not relinquish or waive Landlord reserves the right to assert pursue any damages to the premises above normal wear and tear (if tenant signing this as part of early termination and you have not completed move-out. (b) The Parties acknowledge and agree that these releases are GENERAL RELEASES. The Parties expressly waive and assume the foregoing as a legal or equitable defense or right of setoff or recoupment against any Claims risk of any such Persons asserted against the Debtors and all claims for damages which exist as of this date, but which they do not know or the Reorganized Debtorssuspect to exist, (iii) the foregoing release shall not apply whether through ignorance, oversight, error, negligence, or otherwise, and which, if known, would materially affect his or her or its decision to enter into this Agreement. The Parties expressly acknowledge that this waiver of claims includes any express contractual or financial obligations owed to the Debtors or Reorganized Debtors claims for any alleged fraud, deception, concealment, misrepresentation or any obligation arising under the Plan other misconduct of any kind in procuring this Agreement. The Parties specifically do not, however, waive or an agreement entered into pursuant to, or contemplated by, the Plan; (iv) the forgoing release shall not apply to any Claims claim that may arise for indemnification under the Secured Funded Debt Agreements; and (v) the foregoing releases shall not apply to any Employee Transferee Actionsbreach of this Agreement.

Mutual Releases. On the Effective Date, (a) Effective on the Debtors Release Date, and without any further action by the Reorganized Debtorsparties hereto, Petrol, on behalf of themselves itself and its subsidiaries and affiliates, hereby releases, remises, acquits and discharges LV and the Holders and their Estates, any Person seeking to exercise any rights of the Debtors, the Reorganized Debtors or their Estates, including any successor to the Debtors or the Reorganized Debtors or any estate representative appointed or selected pursuant to section 1123 of the Bankruptcy Code and all of their respective officers, directors and employees, and all of their respective partnersagents, advisorsrepresentatives, consultants, attorneys, financial advisorsfiduciaries, accountants and other professionalsservants, (b) the members ofofficers, and counsel and financial advisors to, the Creditors Committee, (c) the members of, and counsel and financial advisors to, the Ad Hoc Unsecured Noteholders Committee, (d) the DIP Agent and the DIP Lenders, each in their capacities as such, and their respective legal counsel and financial advisors, (e) Citibank, N.A., Barclays Bank PLC and Barclays Capital Inc., in their respective capacities under the Securitization Facility, (f) the Indenture Trustees, each in their capacity as such, other than any Indenture Trustee who objects to confirmation of this Plan or any transaction contemplated herein, (g) the Monitor in its capacity as such, its current officers and directors, managers, members, partners, predecessors, successors and its legal counsel assigns, subsidiary corporations, parent corporations, related corporate divisions, investment funds and financial advisors, affiliates (h) all of the Secured Funded Debt Administrative Agents and Secured Funded Debt Lenders, each in their capacity as such, and their counsel and financial advisors, and (i) foregoing hereinafter called the Backstop Parties, each in their capacities as such, and their respective legal counsel and financial advisors (collectively clauses (a) through (i) being the “"Laurus Released Parties,” and each a “Released Party”"), shall be deemed to and shall unconditionally and irrevocably release each other from any and all actions and causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, suitsdamages and expenses of any and every character, judgments, damages, rights, Causes of Action and liabilities whatsoever, whether known or unknown, foreseen direct and/or indirect, at law or unforeseenin equity, existing of whatsoever kind or hereafter nature, heretofore arising, in lawfor or because of any matter or things done, equity omitted or otherwise, based in whole or in part upon actions taken in their respective capacities described above or suffered to be done by any omission, transaction, event or other occurrence taking place on or of the Laurus Released Parties prior to and including the Effective Date date of execution hereof, and in any way relating directly arising out of or in any way connected to the DebtorsCollateral, the Chapter 15 DebtorsNotes, this Agreement, the CCAA DebtorsLoan Documents and the Outstanding Obligations (all of the foregoing hereinafter called the "Laurus Released Matters"). Petrol acknowledges that the agreements in this paragraph are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Laurus Released Matters. Petrol acknowledges, represents and warrants to LV and the Holders that it has not purported to transfer, assign or otherwise convey any right, title or interest of such Petrol in any Laurus Released Matter to any other person and that the foregoing constitutes a full and complete release of all Laurus Released Matters. (b) Effective on the Release Date, and without any further action by the parties hereto, and in addition to the releases set forth in Section 2, above, LV and each Holder hereby releases, remises, acquits and discharges Petrol and its employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, successors and assigns, subsidiary corporations, parent corporations, and related corporate divisions (all of the foregoing hereinafter called the "Petrol Released Parties"), from any and all actions and causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, heretofore arising, for or because of any matter or things done, omitted or suffered to be done by any of the Petrol Released Parties prior to and including the date of execution hereof, and in any way directly arising out of or in any way connected to the Neodesha Collateral, the Chapter 11 CasesNotes, the Chapter 15 Cases, the CCAA Proceedings, the Rights Offering, the Planthis Agreement, and the CCAA Plan, except that Loan Documents and the Outstanding Obligations (i) no individual shall be released from any act or omission that constitutes gross negligence or willful misconduct, (ii) the Reorganized Debtors shall not relinquish or waive the right to assert any all of the foregoing as a legal hereinafter called the "Petrol Released Matters"). LV and each Holder acknowledges that the agreements in this paragraph are intended to be in full satisfaction of all or equitable defense any alleged injuries or right damages arising in connection with the Petrol Released Matters. LV and each Holder acknowledges, represents and warrants to Petrol that it has not purported to transfer, assign or otherwise convey any right, title or interest of setoff or recoupment against such party in any Claims of Petrol Released Matter to any such Persons asserted against the Debtors or the Reorganized Debtors, (iii) other person and that the foregoing constitutes a full and complete release shall not apply to any express contractual or financial obligations owed to the Debtors or Reorganized Debtors or any obligation arising under the Plan or an agreement entered into pursuant to, or contemplated by, the Plan; (iv) the forgoing release shall not apply to any Claims for indemnification under the Secured Funded Debt Agreements; and (v) the foregoing releases shall not apply to any Employee Transferee Actionsof all Petrol Released Matters.

Mutual Releases. On the Effective Date, (a) the Debtors and the Reorganized DebtorsThe Company, on behalf of themselves itself and their Estates, any Person seeking to exercise any rights of the Debtors, the Reorganized Debtors or their Estates, including any successor to the Debtors or the Reorganized Debtors or any estate representative appointed or selected pursuant to section 1123 of the Bankruptcy Code and all of their respective its officers, directors and employees, and all of their respective partners, advisors, attorneys, financial advisors, accountants and other professionals, (b) the members of, and counsel and financial advisors to, the Creditors Committee, (c) the members of, and counsel and financial advisors to, the Ad Hoc Unsecured Noteholders Committee, (d) the DIP Agent and the DIP Lenders, each in their capacities as such, and their respective legal counsel and financial advisors, (e) Citibank, N.A., Barclays Bank PLC and Barclays Capital Inc., in their respective capacities under the Securitization Facility, (f) the Indenture Trustees, each employees solely in their capacity as suchofficers, directors and employees of the Company and on behalf of the Company's successors and assigns (collectively, the "Company Releasing Parties") and the Director Defendants do hereby irrevocably remise, release and forever discharge and shall hold harmless and indemnify (if any other than person or entity files a claim by, on behalf of, or through any Indenture Trustee who objects to confirmation of this Plan Company Releasing Party or any transaction contemplated herein, (g) the Monitor in its capacity as such, its current officers and directors, and its legal counsel and financial advisors, (h) the Secured Funded Debt Administrative Agents and Secured Funded Debt Lenders, each in their capacity as such, and their counsel and financial advisors, and (i) the Backstop Parties, each in their capacities as such, and their respective legal counsel and financial advisors (collectively clauses (a) through (i) being the “Released Parties,” and each a “Released Party”Director Defendant), shall be deemed to and shall unconditionally and irrevocably release each other Goble from any and all claimscosts (including costs of suit, attoxxxx's fees and expenses), expenses, monies due or owing, suits, debts, obligations, suits, judgmentsclaims, damages, rightsdemands, Causes liabilities, actions and causes of Action action of every kind and liabilities whatsoevercharacter, known by the Company Releasing Parties or the Director Defendants as of the effective date hereof, whether known contingent or unknownabsolute, foreseen which any Company Releasing Party or unforeseenDirector Defendant has had or now has against Goble, existing accruing by reason of any cause, matter or hereafter arising, in law, equity or otherwise, based in whole or in part upon actions taken in their respective capacities described above or any omission, transaction, event or other occurrence taking place on or prior thing whaxxxxxer from the beginning of time to the Effective Date in any way relating effective date hereof, arising out of or related to the Debtors, the Chapter 15 Debtors, the CCAA Debtors, the Chapter 11 Cases, the Chapter 15 Cases, the CCAA Proceedings, the Rights Offering, the Plan, and the CCAA Plan, except that (i) no individual shall be released from Richard Goble's employment with the Company or any act or omission that constitutes gross negligence or willful misconductof its sxxxxxxxxxxx, Company:______ Goble:______ (ii) the Reorganized Debtors shall not relinquish all common law claims including claimx xx contract or waive the right to assert any tort, and including, without limitation, breach of contract, breach of fiduciary duty, intentional or negligent infliction of emotional distress, misrepresentation, interference with prospective economic advantage, interference with contractual relations, defamation, negligence, or breach of the foregoing as a legal or equitable defense or right covenant of setoff or recoupment against any Claims of any such Persons asserted against the Debtors or the Reorganized Debtorsgood faith and fair dealing, (iii) the foregoing release shall not apply to any express contractual or financial obligations owed to the Debtors or Reorganized Debtors or any obligation arising under the Plan or an agreement entered into pursuant toCompany's initial public offering, or contemplated by, the Plan; (iv) that certain Employment Agreement, dated December 27, 2001, by and between Richard Goble and the forgoing release shall not apply to any Claims for indemnification under Company (other than as provided in thx Xxxxxxxxxx Agreement), (iv) that certain Employment Agreement, dated March 10, 2000, by and between Richard Goble and the Secured Funded Debt Agreements; and Company (v) that certain Shareholders Agreemenx, xffective as of March 13, 2000, by and among the foregoing releases Company, Kevin M. Gagne and Goble, (vi) that certain Voting Agreemenx, xxxxxxxxx xx xx Xxxxx 13, 2000, by and between Kevin M. Gagne and Richard Goble and (vii) any claims againxx Xxxxx xxx xis agxxxx, xxxxx xounsel and accountants arising xxx of Goble's status as a director, officer, employee or shareholxxx xx the Company. (b) Goble, on behalf of himself individually and in any capacitx, xxcluding, without limitation, as an officer, director, shareholder or employee of the Company or as trustee of the Goble Trust or any of its subsidiaries and his affiliates (xxxxxding, without limitation, the Goble Trust), successors, and assigns (collectively, the "Gxxxx Releasing Parties") does hereby irrevocably remise, release, acquit and forever discharge and shall not apply hold harmless and indemnify (if any other person or entity makes a claim by, on behalf of, or through any Goble Releasing Party), the Company and its officers, directors (including, without limitation, the Director Defendants), shareholders, agents, legal counsel, accountants, service providers, employees, successors and assigns (collectively, the "Company Released Parties") (other than Scott R. Reynolds) from any and all costs (including costs xx xxxx, xxxxxxxx's fees and expenses), expenses, monies due or owing (except for amounts held by the Company Released Parties in the ordinary course of business in brokerage accounts), suits, debts, obligations, claims, damages, demands, liabilities, actions and causes of action of every kind and character, known by the Goble Releasing Parties as of the effective date hereof, whxxxxx contingent or absolute, which any Goble Releasing Party has had or now has against any Companx Xxxeased Party accruing by reason of any cause, matter or thing whatsoever from the beginning of time to the effective date hereof, including, without limitation, those arising out of or related to (i) any Employee Transferee Actions.claims for lost wages or benefits, stock options, compensatory damages, punitive damages, attorneys' fees, equitable relief, or any other form of damages or relief, (ii) all common law claims including claims in contract or tort, and including, without limitation, breach of contract, breach of fiduciary duty, wrongful discharge (including claims for constructive discharge), intentional or negligent infliction of emotional distress, misrepresentation, interference with prospective economic advantage, interference with contractual relations, defamation, negligence, or breach of the covenant of good faith and fair dealing, (iii) the Company's initial public offering, (iv) any claims against the Company and its officers, directors, shareholders, agents, legal counsel, accountants, service providers, employees, successors and assigns arising out of Goble's status as a director, officer, employee or shareholxxx xx the Company, including, without limitation, any claims against (1) Penson Financial Services, Inc. or any of its employees or xxxxxx and (2)