Common use of Release and Covenant Not to Xxx Clause in Contracts

Release and Covenant Not to Xxx. Effective as of the Closing, to the fullest extent permitted by applicable Law, each Seller, on behalf of itself and its Affiliates and any Person that owns any share or other equity interest in or of such Seller (the “Releasing Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date, including any rights to indemnification or reimbursement from a Target Company, whether pursuant to its Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date. From and after the Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party other than the Company pursuant to the terms and conditions of this Agreement or any Ancillary Document.

Release and Covenant Not to Xxx. Effective as of the Closing, to the fullest extent permitted by applicable Law, each Seller, on behalf of itself and its Affiliates and any Person that owns any share or other equity interest in or of such Seller (the “Releasing Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date, including any rights to indemnification or reimbursement from a Target Company, whether pursuant to its Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date. From and after the Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party other than the Company pursuant to the terms and conditions of this Agreement or any Ancillary Document.

Release and Covenant Not to Xxx. Effective as of the Closing, to the fullest extent permitted by applicable Lawlaw, each Seller, on behalf of itself and and, if Seller is not an individual person, its Affiliates and any Person affiliates that owns own any share or other equity interest in or of such Seller (the “Releasing Persons”), hereby releases and discharges the Target Companies Company and its subsidiaries from and against any and all Actionsactions, claims, obligations, agreements, debts and Liabilities liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies Company or any of its subsidiaries arising on or prior to the date of Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Datedate of the Closing, including any rights to indemnification or reimbursement from a Target Companythe Company or any of its subsidiaries, whether pursuant to its Organizational Documentsorganizational documents, Contract contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Datedate of the Closing. From and after the Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Actionaction, or commencing or causing to be commenced, any Action action of any kind against Pubco, the Target Companies Company or any of its subsidiaries or their respective Affiliatesaffiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, (i) the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party other than the Company pursuant to the terms and conditions of this Exchange Agreement or any Seller Ancillary DocumentDocument and (ii) if Seller is an employee, officer or director of the Company or any of its subsidiaries, the releases and restrictions set forth herein shall not apply to (a) claims for any accrued and unpaid salary or other wages from the Company or any of its subsidiaries, (b) claims with respect to any outstanding awards under any equity incentive plans of the Company, (c) claims for any unreimbursed business expenses to which the employee, officer or director is entitled to reimbursement under any Company policy, (d) claims for indemnification under any agreement with the Company or any of its subsidiaries or under the organizational documents of the Company or any of its subsidiaries, (e) claims under any directors and officers liability insurance policy of the Company, (f) claims under any employment agreement or other compensatory agreement between the employee, officer or director and the Company or any of its subsidiaries, (g) claims with respect to accrued and vested benefits under any employee benefit plan of the Company or any of its subsidiaries or (h) claims that cannot be waived under applicable law.

Release and Covenant Not to Xxx. Effective as of the Closing, to the fullest extent permitted by applicable Law, each Seller, on behalf of itself and its Affiliates and any Person that owns any share or other equity interest in or of such Seller (the “Releasing Persons”), hereby releases and discharges the Target Companies Company from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies Company arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date, including any rights to indemnification or reimbursement from a Target the Company, whether pursuant to its Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date. From and after the Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies Company or their respective its Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party other than the Company pursuant to the terms and conditions of this Agreement or any Ancillary DocumentAgreement.

Release and Covenant Not to Xxx. Effective as of the Closing, to the fullest extent permitted by applicable Law, each SellerBorrower and Original Indemnitor, on behalf of itself themselves and its Affiliates their heirs, successors and assigns, hereby release and forever discharge Lender, Original Lender, each of their respective predecessors in interest and successors and assigns, together with any Person that owns officers, directors, partners, employees, investors, certificate holders and agents (including, without limitation, servicers of the Loan) of each of the foregoing (collectively, “Lender Parties”), from all debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, claims, damages, judgments, executions, actions, inactions, liabilities, demands or causes of action of any share nature, at law or other equity interest in equity, known or of such Seller unknown (the “Releasing PersonsClaims”), hereby releases which Borrower or Original Indemnitor now has by reason of any cause, matter or thing through and discharges including the Target Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Closing Date or on account of or date hereof arising out of or relating to: (a) the Loan including, without limitation, its funding, administration and servicing; (b) the Loan Documents; (c) the Property; (d) any matter occurring reserve or escrow balances held by Lender or any servicers of the Loan; and (e) the Transaction. Borrower and Original Indemnitor, on behalf of themselves and their heirs, successors and assigns, covenant and agree never to institute or prior to the Closing Date, including any rights to indemnification or reimbursement from a Target Company, whether pursuant to its Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date. From and after the Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing cause to be commenced, instituted or continue prosecution of any Action suit or other form of action or proceeding of any kind or nature whatsoever against any of Lender Parties by reason of or in connection with any of the foregoing matters, claims or causes of action. Notwithstanding the foregoing, in the event Lender or any of the other Lender Parties shall make any Claim against Borrower and/or Original Indemnitor with respect to any occurrence, matter, circumstance, or set of facts from which Lender Parties would be otherwise released pursuant to this Section 12, this Section 12 shall not prevent Borrower and/or Original Indemnitor, as applicable, from asserting any defense, affirmative defense, claim and/or counterclaim against the Target Companies applicable Lender Parties arising from the same occurrence, matter, circumstance, or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party other than the Company pursuant to the terms and conditions of this Agreement or any Ancillary Documentfacts.

Release and Covenant Not to Xxx. (a) Effective as of the Closing, to the fullest extent permitted by applicable Law, each Seller, on behalf of itself and its Affiliates and any Person that owns any share or other equity interest in or of such Seller (the “Seller Releasing Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Seller Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date. Notwithstanding anything herein to the contrary, including the releases and restrictions set forth in this Section 12.2 (a)shall not apply to any claims a Seller Releasing Person may have against any party with respect to (i) any rights under this Agreement or any of the Ancillary Documents, (ii) any rights to indemnification indemnification, fee reimbursement or reimbursement from exculpation under (x) any Organizational Documents of the Target Companies, (y) any (A) Material Contract in effect as of the date of this Agreement which is disclosed to Purchaser and any (B) Contract that is not a Target CompanyMaterial Contract but is in effect as of the date of this Agreement and, whether pursuant in either the case of clauses (A) or (B), not required by this Agreement to its Organizational Documents, Contract or otherwise, and whether or not relating to claims pending onbe terminated as of the Closing, or asserted after(z) any Contract that is entered into after the date hereof in accordance with this Agreement, the Closing Dateor (iii) any rights under applicable employment Laws (including common law). From and after the Closing, each Seller Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. (b) Effective as of the Closing, to the fullest extent permitted by applicable Law, the Sponsor, on behalf of itself and its Affiliates (the “Sponsor Releasing Persons”), hereby releases and discharges the Purchaser from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Sponsor Releasing Person now has, has ever had or may hereafter have against the Purchaser arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Sponsor Releasing Person may have against any party other than with respect to any rights under this Agreement, any of the Company pursuant to the terms and conditions of this Agreement Ancillary Documents or any Ancillary DocumentContract set forth in Schedule 12.2(b) or (ii) any rights to indemnification, fee reimbursement or exculpation. From and after the Closing, each Sponsor Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Purchaser or its Affiliates, based upon any matter purported to be released hereby.

Release and Covenant Not to Xxx. Effective as of the Closing, to the fullest extent permitted by applicable Law, each SellerParent, on behalf of itself and its Affiliates and any Person that owns any share or other equity interest in or of such Seller Parent (the “Releasing Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date, including any rights to indemnification or reimbursement from a Target Company, whether pursuant to its Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date. From and after the Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party other than the Company pursuant to the terms and conditions of this Agreement or any Ancillary DocumentDocument or any of the other matters set forth on Schedule 10.2.

Release and Covenant Not to Xxx. Effective Subject to and effective as of the Closing, to the fullest extent permitted by applicable Law, Seller and each Seller, on behalf of itself and its Affiliates and any Person that owns any share or other equity interest in or of such Seller (the “Releasing Persons”), Majority Owners hereby releases and discharges the Target Companies Company and its Affiliates from and against any and all Actions, obligations, agreements, debts Claims and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person the Seller or any of the Majority Owners now has, has ever had or may hereafter have against the Target Companies Company or any of its Affiliates arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date, including any rights to indemnification or reimbursement from a Target Companythe Company or any of its Affiliates, whether pursuant to its Organizational Charter or Governing Documents, Contract or otherwise, and whether or not relating to claims Claims pending on, or asserted after, the Closing Date. From and after the Closing, each Releasing Person the Seller or any of the Majority Owners hereby irrevocably covenants to refrain from, directly or indirectly, asserting any ActionClaim, or commencing or causing to be commenced, any Action Claim of any kind against the Target Companies or their respective Company and its Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrarycontrary contained herein, none of the releases and restrictions set forth herein shall not apply to Seller nor any claims a Releasing Person of the Majority Owners releases, discharges or waives any Claim that he, she or it has, has ever had or may hereafter have against any party the Buyer or its Subsidiaries (other than the Company pursuant Company) arising from or related to the terms Transaction Documents, and conditions of this Agreement the Seller and the Majority Owners hereby expressly reserves any such Claims against the Buyer or any Ancillary Documentits Subsidiaries (other than the Company).

Release and Covenant Not to Xxx. Effective Subject to and effective as of the Closing, to the fullest extent permitted by applicable Law, each Seller, on behalf of itself and its Affiliates and any Person that owns any share or other equity interest in or of such Seller (the “Releasing Persons”), hereby releases and discharges the Target Companies Company and its Affiliates from and against any and all Actionsclaims, demands, obligations, agreements, debts and Liabilities liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person Seller now has, has ever had or may hereafter have against the Target Companies Company arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date, including including, but not limited to, any rights to indemnification or reimbursement from a Target Companythe Company or any Subsidiary, whether pursuant to its Organizational Documentsorganizational or other constituent documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing but if any Seller is an employee of the Company as of the Closing Date, excluding any claims related to the right of such employee to receive current earned and accrued but unpaid compensation, un-reimbursed business expenses or other employment benefits generally available to all Company employees, other than securities or convertible securities of the Company. From and after the Closing, each Releasing Person Seller hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Actionclaim or demand, or commencing or causing to be commenced, any Action proceeding of any kind against the Target Companies Company or their respective any of its Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person any Seller may have against any party other than the Company pursuant to the terms and conditions of this Agreement or any Ancillary other Transaction Document.

Release and Covenant Not to Xxx. Effective as of the Closing, to the fullest extent permitted by applicable Law, each Seller, on behalf of itself and its Affiliates and any Person that owns any share or other equity interest in or of such Seller (the “Releasing Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date, including any rights to indemnification or reimbursement from a Target Company, whether pursuant to its Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date. From and after the Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party other than the Company pursuant to the terms and conditions Person (i) for any claims, causes of action, rights or obligations arising under, related to, or in connection with this Agreement or any Ancillary DocumentAgreement, (ii) for any and all claims or causes of action for or rights to indemnification, exculpation, and advancement provisions contained in any certificates of incorporation and bylaws (and other similar organizational documents) of the Target Companies, (iii) for any wages, salary, or other similar compensation due to a Releasing Person in its capacity as a director, officer, employee, advisor, consultant, or other representative of the Company or any of its Subsidiaries, and (iv) under the Contracts set forth on Schedule 11.2.

Release and Covenant Not to Xxx. Effective as of the Closing, to the fullest extent permitted by applicable Law, each Seller, on behalf of itself and its Affiliates and any Person that owns any share or other equity interest in or of such Seller (the “Releasing Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date, including any rights to indemnification or reimbursement from a Target Company, whether pursuant to its Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date. From and after the Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party other than the Company pursuant to the terms and conditions of this Agreement or any Ancillary DocumentDocument or any of the other matters set forth on Schedule 10.2.

Release and Covenant Not to Xxx. Effective as of the Closing, to the fullest extent permitted by applicable Law, each Sellerthe Chairman, on behalf of himself and his Affiliates, and ILH, on behalf of itself and its Affiliates and any Person that owns any share or other equity interest in or of such Seller (collectively, the “Releasing Persons”), hereby releases will release and discharges the Target Companies discharge Pubco and its Affiliates from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies Pubco or its Affiliates arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date, including any rights to indemnification or reimbursement from a Target CompanyPubco or its Affiliates, whether pursuant to its Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date. From and after the Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies Pubco or their respective its Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party other than the Company pursuant to the terms and conditions of this Agreement or any Ancillary DocumentAgreement.

Release and Covenant Not to Xxx. Effective as of the Closing, to the fullest extent permitted by applicable Law, each Seller, on behalf of itself and its Affiliates and any Person that owns any share or other equity interest in or of such Seller (the “Releasing Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date, including any rights to indemnification or reimbursement from a Target Company, whether pursuant to its Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date. From and after the Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party other than the Company pursuant to the terms and conditions of this Agreement or any Ancillary DocumentDocument or any of the other matters set forth on Schedule 11.2.

Release and Covenant Not to Xxx. Effective as of the Closing, to the fullest extent permitted by applicable Law, each Seller, on behalf of itself and its Affiliates and any Person that owns any share or other equity interest in or of such Seller (the “Releasing Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date, including any rights to indemnification or reimbursement from a Target Company, whether pursuant to its Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date. From and after the Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party other than the Company pursuant to the terms and conditions of this Agreement or any Ancillary Document.

Release and Covenant Not to Xxx. (a) Effective as of the Closing, to the fullest extent permitted by applicable Law, each the Seller, on behalf of itself and its Affiliates and any Person that owns any share or other equity interest in or of such the Seller (the “Releasing Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date, ; including any rights to indemnification or reimbursement from a Target Company, whether pursuant to its Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date. From and after the Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party other than the Company pursuant to the terms and conditions of this Agreement or any Ancillary DocumentDocument or any of the other matters set forth on Schedule 12.2.

Release and Covenant Not to Xxx. Effective as of the Closing, to the fullest extent permitted by applicable Law, each Seller, on behalf of itself and its Affiliates and any Person China Lending Shareholder that owns any share or other equity interest in or of such Seller (the “Releasing Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date, including any rights to indemnification or reimbursement from a Target Company, whether pursuant to its Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date. From and after the Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party other than the Company pursuant to the terms and conditions of this Agreement or any Ancillary DocumentDocument or any of the other matters set forth on Schedule 11.2.

Release and Covenant Not to Xxx. Effective as of the Closing, to the fullest extent permitted by applicable Law, each Seller, on behalf of itself and its Affiliates and any Person that owns any share or other equity interest in or of such Seller (the “Releasing Persons”), hereby releases and discharges the Target Companies each Ameri Company from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person Seller now has, has ever had or may hereafter have against the Target Companies such Ameri Company solely in Seller’s capacity as an equity holder of any Ameri Company and arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date, including any rights to indemnification or reimbursement from a Target Company, whether pursuant to its Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date. From and after the Closing, each Releasing Person Seller hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies an Ameri Company or their respective its Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person Seller may have against any party other than the Company arising from a breach of or pursuant to the terms and conditions of this Agreement or any Ancillary Document.

Release and Covenant Not to Xxx. Effective as of the Closing, to the fullest extent permitted by applicable Law, each Seller, on behalf of itself and its Affiliates and any Person that owns any share or other equity interest in or of such Seller (the “Releasing Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date, including any rights to indemnification or reimbursement from a Target Company, whether pursuant to its Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date. From and after the Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party other than the Company pursuant to the terms and conditions of this Agreement or any Ancillary DocumentAgreement.

Release and Covenant Not to Xxx. Effective as of the Closing, to the fullest extent permitted by applicable Law, each Seller, on behalf of itself and its Affiliates and any Person that owns any share or other equity interest in or of such Seller (the “Releasing Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date, including any rights to indemnification or reimbursement from a Target Company, whether pursuant to its Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date. From and after the Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party other than the Company pursuant to the terms and conditions of this Agreement or any Ancillary DocumentDocument or any of the other matters set forth on Schedule 9.2.

Release and Covenant Not to Xxx. Effective Without prejudice to Section 8.17(a), effective as of the Closing, to the fullest extent permitted by applicable Law, each SellerCompany Shareholder, on behalf of itself and its Affiliates and any Person that owns any share or other equity interest in or of such Seller (the “Releasing Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing DateClosing, including any rights to indemnification or reimbursement from a Target Company, whether pursuant to its Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing DateClosing. From and after the Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party other than the Company pursuant to the terms and conditions of this Agreement or any Ancillary Document.

Release and Covenant Not to Xxx. Effective as of the Closing, to the fullest extent permitted by applicable Law, each Seller, on behalf of itself and its Affiliates and any Person that owns any share or other equity interest in or of such Seller (the “Releasing Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date, including any rights to indemnification or reimbursement from a Target Company, whether pursuant to its Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date. From and after the Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party other than the Company pursuant to the terms and conditions of this Agreement or any Ancillary DocumentDocument or any of the other matters set forth on Schedule 12.2.

Release and Covenant Not to Xxx. Effective as of the Closing, to the fullest extent permitted by applicable Law, each the Seller, on behalf of itself and its Affiliates and any Person that owns any share or other equity interest in or of such the Seller (the “Releasing Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date, including any rights to indemnification or reimbursement from a Target Company, whether pursuant to its Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date. From and after the Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party other than the Company pursuant to the terms and conditions of this Agreement or any Ancillary DocumentDocument or any of the other matters set forth on Schedule 10.2.

Release and Covenant Not to Xxx. Effective as of the Closing, to the fullest extent permitted by applicable Law, each Seller, on behalf of itself and its Affiliates and any Person that owns any share or other equity interest in or of such Seller (the “Releasing Persons”), hereby releases and discharges the Target Companies Company from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person Seller now has, has ever had or may hereafter have against the Target Companies Company relating to being a stockholder, director, officer or employee of the Company arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date, including any rights to indemnification or reimbursement from a Target the Company, whether pursuant to its Organizational Governing Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date. From and after the Closing, each Releasing Person Seller hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies Company or their respective its Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person Seller may have against any party other than the Company pursuant to the terms and conditions of this Agreement or any Ancillary Document.

Release and Covenant Not to Xxx. Effective as of the Closing, to the fullest extent permitted by applicable Lawlaw, each Seller, on behalf of itself and and, if Seller is not an individual person, its Affiliates and any Person affiliates that owns own any share or other equity interest in or of such Seller (the “Releasing Persons”), solely in its capacity as a holder of Company Shares or any other equity Securities of the Company, hereby releases and discharges the Target Companies Company and its subsidiaries from and against any and all Actionsactions, claims, obligations, agreements, debts and Liabilities liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies Company or any of its subsidiaries arising on or prior to the date of Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date, including any rights to indemnification or reimbursement from a Target Companydate of the Closing, whether pursuant to its Organizational Documentsorganizational documents, Contract contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date. From and after date of the Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, (i) the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party other than the Company pursuant to the terms and conditions of this Exchange Agreement or any Seller Ancillary Document and (ii) nothing herein shall relieve the Company and its subsidiaries for any liability resulting from fraud in connection with the transactions contemplated by this Exchange Agreement, the Business Combination Agreement or any Seller Ancillary Document.