Common use of Purchaser Release Clause in Contracts

Purchaser Release. (a) Effective as of the Closing, each of the Purchaser and the Successor Agent on its behalf and on behalf of its Related Parties (each, a “Purchaser Releasor”), hereby unconditionally, irrevocably, voluntarily and knowingly forever releases each of the Seller and the Seller Related Parties (collectively, the “Seller Released Parties”) from all claims, counterclaims, demands, damages, losses, costs, expenses (including attorneys’ fees), debts, suits, obligations, liabilities, cross-claims, interests, controversies, actions and causes of action of any kind or nature whatsoever, whether individually or collectively, arising on or prior to the date hereof or in the future, whether arising at law or in equity, known or unknown, direct or indirect, actual or potential, liquidated or unliquidated, absolute or contingent, foreseen or unforeseen, asserted or unasserted, and including any rights to indemnity or contribution of which any Purchaser Releasor has ever had, now has or in the future may have in respect of any duty, obligation, act or omission by any Seller Released Party prior to the Closing, in each case, to the extent arising out of, in connection with, or relating to (x) the Seller’s ownership of the Transferred Interests or status as a Holder, a Note Holder and/or an Agent under the Note or any other Note Documents (other than any claims against the Seller or any Runa Entity pursuant to this Agreement, which claims, notwithstanding any other provision hereof, are not released pursuant to this Section 7(a)) or (y) any act or omission, error, negligence, breach of contract, tort, violation of law, matter or cause whatsoever arising from, in connection with, or relating to the Note Documents or the transactions contemplated thereby. The release contemplated in this Section 7(a) is expressly intended to benefit, and may be enforced directly by, any Seller Released Party. (b) The Purchaser and the Successor Agent on its behalf and on behalf of each other Purchaser Releasor, as applicable, hereby expressly agrees that the release contemplated by the foregoing Section 7(a) extends to any and all rights granted under Section 1542 of the California Civil Code (“Section 1542”) and any analogous state law or federal law or regulation, and all such rights are hereby expressly, irrevocably and unconditionally waived. Section 1542 reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” (c) The Purchaser and the Successor Agent on its behalf and on behalf of each other Purchaser Releasor, as applicable, understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives such Person the right not to release existing claims of which such Person is not aware, unless such Person voluntarily chooses to waive this right. Having been so apprised, the Purchaser, and the Purchaser on behalf of each other Purchaser Releasor, nevertheless hereby voluntarily elects to and does waive the rights described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 7. The Purchaser, and the Purchaser on behalf of each other Purchaser Releasor, acknowledges and agrees that the foregoing waiver is an essential and material term of this Agreement and that, without such waiver, the Seller would not have agreed to the terms of this Agreement. The Purchaser and the Successor Agent on its behalf and on behalf of each other Purchaser Releasor, as applicable, hereby represents to the Seller that it understands and acknowledges that it may hereafter discover facts and legal theories concerning the Seller Released Parties or the subject matter hereof in addition to or different from those which it now believes to be true. The Purchaser and the Successor Agent on its behalf and on behalf of each other Purchaser Releasor, as applicable, understands and hereby agrees that the release set forth in this Section 7 shall remain effective in all respects notwithstanding those additional or different facts and legal theories or the discovery of those additional or different facts or legal theories. The Purchaser and the Successor Agent on its behalf and on behalf of each other Purchaser Releasor, as applicable, assumes the risk of any mistake of fact or applicable law with regard to any potential claim or with regard to any of the facts that are now unknown to it relating thereto. (d) The Purchaser and the Successor Agent, on its behalf and on behalf of each other Purchaser Releasor, as applicable, covenants that none of the Purchaser, the Successor Agent nor any Purchaser Releasor, as applicable, will (and that each of the Purchaser and the Successor Agent will cause the Purchaser Releasors not to) sue, or bring, assert or otherwise pursue any allegation, claim, proceeding or other action against any of the Seller Released Parties on the basis of any matters released pursuant to this Section 7, regardless of whether such allegation, claim, proceeding or other action is enforceable under, or not prohibited by, applicable law or otherwise. Each of the Purchaser and the Successor Agent, on its behalf and on behalf of each other Purchaser Releasor, as applicable, agrees and acknowledges that it might hereafter discover facts or documents in addition to or different from those which it now knows or believes to be true or exist with respect to the subject matter of any of the claims which it is releasing under Section 7(a), but no Seller Released Party in any capacity shall have any duty to disclose or provide any such facts or documents (whether material or immaterial, known or unknown, suspected or unsuspected, foreseen or unforeseen) to such Purchaser Releasor solely by reason of the releases in Section 7(a), and each Purchaser Releasor shall be deemed to have fully, finally and forever settled and released any and all claims, whether known or unknown, concealed, suspected or unsuspected, contingent or non-contingent, assertable directly or derivatively by class representative or individual, which now exist or heretofore have existed or will in the future exist to the extent such claims are actually released in Section 7(a).

Purchaser Release. (a) Effective as of the Initial Closing, each of the Purchaser and the Successor Agent on its behalf Purchaser, for itself and on behalf of its Related Parties Affiliates (other than the Company and its Subsidiaries) and each of their and their successors, assigns, heirs and executors (each, a “Purchaser Releasor”), hereby unconditionally, irrevocably, knowingly and voluntarily releases, discharges and knowingly forever releases each of the Seller waives and the Seller Related Parties (collectively, the “Seller Released Parties”) from relinquishes all claims, counterclaims, demands, damagesLiabilities, lossesdefenses, costsaffirmative defenses, expenses (including attorneys’ fees)setoffs, debts, suits, obligations, liabilities, cross-claims, interests, controversiescounterclaims, actions and causes of action of any whatever kind or nature whatsoever, whether individually or collectively, arising on or prior to the date hereof or in the future, whether arising at law or in equity, known or unknown, direct or indirect, actual or potential, liquidated or unliquidated, absolute or contingent, foreseen or unforeseen, asserted or unasserted, and including any rights to indemnity or contribution of which any Purchaser Releasor has ever had, now has or in the future may have in respect of any duty, obligation, act or omission by any Seller Released Party prior to the Closing, in each case, to the extent arising out of, in connection with, or relating to (x) the Seller’s ownership of the Transferred Interests or status as a Holder, a Note Holder and/or an Agent under the Note or any other Note Documents (other than any claims against the Seller or any Runa Entity pursuant to this Agreement, which claims, notwithstanding any other provision hereof, are not released pursuant to this Section 7(a)) or (y) any act or omission, error, negligence, breach of contract, tort, violation of law, matter or cause whatsoever arising from, in connection with, or relating to the Note Documents or the transactions contemplated thereby. The release contemplated in this Section 7(a) is expressly intended to benefit, and may be enforced directly by, any Seller Released Party. (b) The Purchaser and the Successor Agent on its behalf and on behalf of each other Purchaser Releasor, as applicable, hereby expressly agrees that the release contemplated by the foregoing Section 7(a) extends to any and all rights granted under Section 1542 of the California Civil Code (“Section 1542”) and any analogous state law or federal law or regulation, and all such rights are hereby expressly, irrevocably and unconditionally waived. Section 1542 reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” (c) The Purchaser and the Successor Agent on its behalf and on behalf of each other Purchaser Releasor, as applicable, understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives such Person the right not to release existing claims of which such Person is not aware, unless such Person voluntarily chooses to waive this right. Having been so apprised, the Purchaser, and the Purchaser on behalf of each other Purchaser Releasor, nevertheless hereby voluntarily elects to and does waive the rights described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 7. The Purchaser, and the Purchaser on behalf of each other Purchaser Releasor, acknowledges and agrees that the foregoing waiver is an essential and material term of this Agreement and that, without such waiver, the Seller would not have agreed to the terms of this Agreement. The Purchaser and the Successor Agent on its behalf and on behalf of each other Purchaser Releasor, as applicable, hereby represents to the Seller that it understands and acknowledges that it may hereafter discover facts and legal theories concerning the Seller Released Parties or the subject matter hereof in addition to or different from those which it now believes to be true. The Purchaser and the Successor Agent on its behalf and on behalf of each other Purchaser Releasor, as applicable, understands and hereby agrees that the release set forth in this Section 7 shall remain effective in all respects notwithstanding those additional or different facts and legal theories or the discovery of those additional or different facts or legal theories. The Purchaser and the Successor Agent on its behalf and on behalf of each other Purchaser Releasor, as applicable, assumes the risk of any mistake of fact or applicable law with regard to any potential claim or with regard to any of the facts that are now unknown to it relating thereto. (d) The Purchaser and the Successor Agent, on its behalf and on behalf of each other Purchaser Releasor, as applicable, covenants that none of the Purchaser, the Successor Agent nor any Purchaser Releasor, as applicable, will (and that each of the Purchaser and the Successor Agent will cause the Purchaser Releasors not to) sue, or bring, assert or otherwise pursue any allegation, claim, proceeding or other action against any of the Seller Released Parties on the basis of any matters released pursuant to this Section 7, regardless of whether such allegation, claim, proceeding or other action is enforceable under, or not prohibited by, applicable law or otherwise. Each of the Purchaser and the Successor Agent, on its behalf and on behalf of each other Purchaser Releasor, as applicable, agrees and acknowledges that it might hereafter discover facts or documents in addition to or different from those which it now knows or believes to be true or exist with respect to the subject matter of any of the claims which it is releasing under Section 7(a), but no Seller Released Party in any capacity shall have any duty to disclose or provide any such facts or documents (whether material or immaterial, known or unknown, suspected or unsuspected, foreseen or unforeseen) to such Purchaser Releasor solely by reason of the releases in Section 7(a), and each Purchaser Releasor shall be deemed to have fully, finally and forever settled and released any and all claimsnature, whether known or unknown, concealedwhich any such Purchaser Releasor has, suspected may have or unsuspectedmight have or may assert now or in the future, contingent against the Owner and its Affiliates (except for claims arising under this Agreement), and any of their respective successors, assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such) (each, a “Owner Releasee”), arising out of, based upon or non-contingentresulting from any Contract, assertable 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 Initial Closing. The Purchaser shall, and shall cause the Purchaser Releasors to, refrain from, directly or derivatively indirectly, asserting any claim or demand or commencing, instituting or maintaining, or causing to be commenced, any legal or arbitral proceeding of any kind against any Owner Releasee based upon any matter released pursuant to this Section 6.06(b). The parties hereto hereby acknowledge and agree that the execution of this Agreement shall not constitute an acknowledgment of or an admission by class representative any Purchaser Releasor or individual, which now exist or heretofore have existed or will in Owner Releasee of the future exist to the extent existence of any such claims are actually released in Section 7(a)or of Liability for any matter or precedent upon which any Liability may be asserted.

Purchaser Release. (a) Effective as In consideration of the Closingcovenants, agreements and undertakings of the Parties under this Agreement, effective upon the payment by the Company of the Refunded Amount and return by the Purchasers of their respective Shares, each concurrently with the execution of the Purchaser and the Successor Agent on its behalf and this Agreement, each Purchaser, on behalf of itself and its Related Parties (eachrespective present and former parents, a “Purchaser Releasor”)subsidiaries, hereby unconditionallyaffiliates, irrevocablyofficers, voluntarily directors, shareholders, members, successors, and knowingly forever releases each of the Seller and the Seller Related Parties assigns (collectively, the “Seller Released PartiesPurchaser Releasors”) hereby releases, waives, and forever discharges the Company, the Xxxxxxx Trust, and each of their respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, and permitted assigns (collectively, “Company Releasees”) of and from any and all claimsactions, counterclaimscauses of action, demandssuits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, lossesjudgments, costsextents, expenses (including attorneys’ fees)executions, debts, suits, obligations, liabilities, cross-claims, interestsand demands, controversies, actions of every kind and causes of action of any kind or nature whatsoever, whether individually or collectively, arising on or prior to the date hereof or in the future, whether arising at law or in equity, now known or unknown, direct or indirect, actual or potential, liquidated or unliquidated, absolute or contingent, foreseen or unforeseen, asserted matured or unasserted, and including any rights to indemnity or contribution of which any Purchaser Releasor has ever had, now has or in the future may have in respect of any duty, obligation, act or omission by any Seller Released Party prior to the Closing, in each case, to the extent arising out of, in connection with, or relating to (x) the Seller’s ownership of the Transferred Interests or status as a Holder, a Note Holder and/or an Agent under the Note or any other Note Documents (other than any claims against the Seller or any Runa Entity pursuant to this Agreement, which claims, notwithstanding any other provision hereof, are not released pursuant to this Section 7(a)) or (y) any act or omission, error, negligence, breach of contract, tort, violation of law, matter or cause whatsoever arising from, in connection with, or relating to the Note Documents or the transactions contemplated thereby. The release contemplated in this Section 7(a) is expressly intended to benefit, and may be enforced directly by, any Seller Released Party. (b) The Purchaser and the Successor Agent on its behalf and on behalf of each other Purchaser Releasor, as applicable, hereby expressly agrees that the release contemplated by the foregoing Section 7(a) extends to any and all rights granted under Section 1542 of the California Civil Code (“Section 1542”) and any analogous state law or federal law or regulation, and all such rights are hereby expressly, irrevocably and unconditionally waived. Section 1542 reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” (c) The Purchaser and the Successor Agent on its behalf and on behalf of each other Purchaser Releasor, as applicable, understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives such Person the right not to release existing claims of which such Person is not aware, unless such Person voluntarily chooses to waive this right. Having been so apprised, the Purchaser, and the Purchaser on behalf of each other Purchaser Releasor, nevertheless hereby voluntarily elects to and does waive the rights described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for claims that exist, existed or may hereafter exist in its favor, known or unknownunmatured, suspected or unsuspected, in law, admiralty, or equity (collectively, “Claims”), which any of such Purchaser Releasors ever had, now have, or hereafter can, shall, or may have against any of such Company Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the date of the Original Transaction through the date of this Agreement arising out of or related relating to claims or other matters purported to be released pursuant to this Section 7. The Purchaser, and the Purchaser on behalf of each other Purchaser Releasor, acknowledges and agrees that the foregoing waiver is an essential and material term of this Agreement and that, without such waiverOriginal Transaction, the Seller would not have agreed Transaction Documents and this Agreement, except for any Claims relating to the terms rights and obligations preserved by, created by or otherwise arising out of this Agreement. The Purchaser and the Successor Agent on its behalf and on behalf of each other Purchaser Releasor, as applicable, hereby represents to the Seller that it understands and acknowledges that it may hereafter discover facts and legal theories concerning the Seller Released Parties or the subject matter hereof in addition to or different from those which it now believes to be true. The Purchaser and the Successor Agent on its behalf and on behalf of each other Purchaser Releasor, as applicable, understands and hereby agrees that the release set forth in this Section 7 shall remain effective in all respects notwithstanding those additional or different facts and legal theories or the discovery of those additional or different facts or legal theories. The Purchaser and the Successor Agent on its behalf and on behalf of each other Purchaser Releasor, as applicable, assumes the risk of any mistake of fact or applicable law with regard to any potential claim or with regard to any of the facts that are now unknown to it relating thereto. (d) The Purchaser and the Successor Agent, on its behalf and on behalf of each other Purchaser Releasor, as applicable, covenants that none of the Purchaser, the Successor Agent nor any Purchaser Releasor, as applicable, will (and that each of the Purchaser and the Successor Agent will cause the Purchaser Releasors not to) sue, or bring, assert or otherwise pursue any allegation, claim, proceeding or other action against any of the Seller Released Parties on the basis of any matters released pursuant to this Section 7, regardless of whether such allegation, claim, proceeding or other action is enforceable under, or not prohibited by, applicable law or otherwise. Each of the Purchaser and the Successor Agent, on its behalf and on behalf of each other Purchaser Releasor, as applicable, agrees and acknowledges that it might hereafter discover facts or documents in addition to or different from those which it now knows or believes to be true or exist with respect to the subject matter of any of the claims which it is releasing under Section 7(a), but no Seller Released Party in any capacity shall have any duty to disclose or provide any such facts or documents (whether material or immaterial, known or unknown, suspected or unsuspected, foreseen or unforeseen) to such Purchaser Releasor solely by reason of the releases in Section 7(a), and each Purchaser Releasor shall be deemed to have fully, finally and forever settled and released any and all claims, whether known or unknown, concealed, suspected or unsuspected, contingent or non-contingent, assertable directly or derivatively by class representative or individual, which now exist or heretofore have existed or will in the future exist to the extent such claims are actually released in Section 7(a).

Purchaser Release. (ai) Effective Subject to Section 8.5(b)(ii), as of the ClosingEffective Time, each of the Purchaser hereby forever fully and the Successor Agent on its behalf irrevocably releases and on behalf of its Related Parties (each, a “Purchaser Releasor”), hereby unconditionally, irrevocably, voluntarily and knowingly forever releases each of the discharges Seller and the Seller Related Parties its predecessors and successors (collectively, the “Seller Released Parties”) from any and all claimsProceedings, counterclaimsOrders or Liabilities of any kind and nature whatsoever in law or equity, demands, or otherwise (including claims for damages, losses, costs, expenses expenses, and attorneys’, brokers’ and accountants’ fees and expenses) arising out of or related to Seller’s operation or management of the Service Entities, any breach of fiduciary duty owed to USGP, Company or any Service Entity or Seller’s ownership of equity in USGP, Company, or the Service Entities, which Purchaser can, shall or may have against the Seller Released Parties, whether known or unknown, suspected or unanticipated as well as anticipated and that now exist or may hereinafter accrue based on matters now known as well as unknown (including attorneys’ feescollectively, the “Seller Released Claims”), debts, suits, obligations, liabilities, cross-claims, interests, controversies, actions and causes of action hereby irrevocably agrees to refrain from asserting any Proceeding of any kind before any Governmental Authority against any Seller Released Party based upon any Seller Released Claim. Notwithstanding the preceding sentence of this Section 8.5(b)(i), “Seller Released Claims” does not include, and the provisions of this Section 8.5(b)(i) shall not release or nature whatsoeverotherwise diminish, whether individually the obligations of Seller expressly set forth in any provisions of this Agreement or collectively, arising on or prior to the date hereof or other Transaction Documents. (ii) None of the provisions set forth in the futurerelease in Section 8.5(b)(i) shall be deemed a waiver by Purchaser of any right or remedy that Purchaser may have, whether arising at law or in equity, known based on Intentional Fraud of Seller, USGP or unknown, direct or indirect, actual or potential, liquidated or unliquidated, absolute or contingent, foreseen or unforeseen, asserted or unasserted, and including any rights to indemnity or contribution of which any Purchaser Releasor has ever had, now has or in the future may have in respect of any duty, obligation, act or omission by any Seller Released Party prior to the Closing, in each case, to the extent arising out of, Company in connection with, or relating to (x) with the Seller’s ownership of the Transferred Interests or status as a Holder, a Note Holder and/or an Agent under the Note or any other Note Documents (other than any claims against the Seller or any Runa Entity pursuant to transactions contemplated by this Agreement, nor shall any such provisions limit, or be deemed to limit, (A) the amounts of recovery sought or awarded in any such claim for Intentional Fraud, (B) the time period during which claims, notwithstanding any other provision hereof, are not released pursuant to this Section 7(a)) a claim for Intentional Fraud may be brought or (yC) any act or omission, error, negligence, breach of contract, tort, violation of law, matter or cause whatsoever arising from, in connection with, or relating to the Note Documents or the transactions contemplated thereby. The release contemplated in this Section 7(a) is expressly intended to benefit, and recourse that Purchaser may be enforced directly by, any seek against Seller Released Party. (b) The Purchaser and the Successor Agent on its behalf and on behalf of each other Purchaser Releasor, as applicable, hereby expressly agrees that the release contemplated by the foregoing Section 7(a) extends to any and all rights granted under Section 1542 of the California Civil Code (“Section 1542”) and any analogous state law or federal law or regulation, and all such rights are hereby expressly, irrevocably and unconditionally waived. Section 1542 reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” (c) The Purchaser and the Successor Agent on its behalf and on behalf of each other Purchaser Releasor, as applicable, understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives such Person the right not to release existing claims of which such Person is not aware, unless such Person voluntarily chooses to waive this right. Having been so apprised, the Purchaser, and the Purchaser on behalf of each other Purchaser Releasor, nevertheless hereby voluntarily elects to and does waive the rights described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 7. The Purchaser, and the Purchaser on behalf of each other Purchaser Releasor, acknowledges and agrees that the foregoing waiver is an essential and material term of this Agreement and that, without such waiver, the Seller would not have agreed to the terms of this Agreement. The Purchaser and the Successor Agent on its behalf and on behalf of each other Purchaser Releasor, as applicable, hereby represents to the Seller that it understands and acknowledges that it may hereafter discover facts and legal theories concerning the Seller Released Parties or the subject matter hereof in addition to or different from those which it now believes to be true. The Purchaser and the Successor Agent on its behalf and on behalf of each other Purchaser Releasor, as applicable, understands and hereby agrees that the release set forth in this Section 7 shall remain effective in all respects notwithstanding those additional or different facts and legal theories or the discovery of those additional or different facts or legal theories. The Purchaser and the Successor Agent on its behalf and on behalf of each other Purchaser Releasor, as applicable, assumes the risk of any mistake of fact or applicable law with regard to any potential claim or with regard to any of the facts that are now unknown to it relating thereto. (d) The Purchaser and the Successor Agent, on its behalf and on behalf of each other Purchaser Releasor, as applicable, covenants that none of the Purchaser, the Successor Agent nor any Purchaser Releasor, as applicable, will (and that each of the Purchaser and the Successor Agent will cause the Purchaser Releasors not to) sue, or bring, assert or otherwise pursue any allegation, claim, proceeding or other action against any of the Seller Released Parties on the basis of any matters released pursuant to this Section 7, regardless of whether such allegation, claim, proceeding or other action is enforceable under, or not prohibited by, applicable law or otherwise. Each of the Purchaser and the Successor Agent, on its behalf and on behalf of each other Purchaser Releasor, as applicable, agrees and acknowledges that it might hereafter discover facts or documents in addition to or different from those which it now knows or believes to be true or exist with respect to the subject matter of any of the claims which it is releasing under Section 7(a), but no Seller Released Party in any capacity shall have any duty to disclose or provide any such facts or documents (whether material or immaterial, known or unknown, suspected or unsuspected, foreseen or unforeseen) to such Purchaser Releasor solely by reason of the releases in Section 7(a), and each Purchaser Releasor shall be deemed to have fully, finally and forever settled and released any and all claims, whether known or unknown, concealed, suspected or unsuspected, contingent or non-contingent, assertable directly or derivatively by class representative or individual, which now exist or heretofore have existed or will in the future exist to the extent such claims are actually released in Section 7(a)a claim for Intentional Fraud.