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

Release and Covenant Not to Xxx. In consideration of the agreements and understandings in this Agreement, the Borrower and each Guarantor jointly and severally, for itself and on behalf of the Borrower’s Derivative/Successor Persons, hereby knowingly and voluntarily, unconditionally and irrevocably, absolutely, finally and forever releases, acquits and discharges each Lender Released Party from any Claim relating in any manner whatsoever to any of the Loan Documents, including any transaction contemplated thereby or undertaken in connection therewith, or otherwise to the Borrower’s or Guarantors’ credit relationship with the Lender, which relates or may relate in any manner whatsoever to any facts, known or unknown, in existence on or at any time prior to the Amendment Effective Date (each a “Borrower-Related Claim”). The Borrower and each Guarantor hereby knowingly and voluntarily, unconditionally and irrevocably, absolutely finally and forever covenants that it shall refrain, and further shall direct any Derivative/Successor Person to refrain, from commencing or otherwise prosecuting any action, suit or other proceeding of any kind, nature, character, or description, including in law or in equity, against any Lender Released Party on account of any Borrower-Related Claim. Each Lender Released Party shall be entitled to enforce this covenant through specific performance. In addition to any other liability which shall accrue upon the breach of this covenant, the breaching party (including, any Derivative/Successor Person of the Borrower or any Guarantor that commences or prosecutes any such action, suit or other proceeding) shall be liable to such Lender Released Party for all reasonable attorneys’ fees and costs incurred by such party in the defense of any such action, suit or other proceeding. The following terms shall have the following definitions when used in this Section 7.5:

Release and Covenant Not to Xxx. In consideration of Subject to Sections 3.2 and 3.11, effective upon the agreements and understandings in this AgreementClosing, the Borrower and each Guarantor jointly and severally, for itself and on behalf of the Borrower’s Derivative/Successor Persons, Restricted Holder hereby knowingly and voluntarily, unconditionally and irrevocably, absolutely, finally and forever releases, acquits releases and discharges each Lender Released Party Xxxxx and its subsidiaries from and against any Claim relating in any manner and all claims, suits, actions, demands, obligations, agreements, debts and liabilities whatsoever to any of the Loan Documents, including any transaction contemplated thereby or undertaken in connection therewith, or otherwise to the Borrower’s or Guarantors’ credit relationship with the Lender, which relates or may relate in any manner whatsoever to any facts, (whether known or unknown, asserted or unasserted, contingent, inchoate, or otherwise), both at law and in existence on equity, which such Restricted Holder now has, has ever had or may hereafter have against Xxxxx or any of its subsidiaries arising at any time or prior to the Amendment Effective Date (each a “Borrower-Related Claim”). The Borrower and each Guarantor hereby knowingly and voluntarily, unconditionally and irrevocably, absolutely finally and forever covenants that it shall refrain, and further shall direct any Derivative/Successor Person to refrain, from commencing Closing or otherwise prosecuting any action, suit or other proceeding of any kind, nature, character, or description, including in law or in equity, against any Lender Released Party on account of or arising out of any Borrower-Related Claimmatter occurring at or prior to the Closing; provided, that if such Restricted Holder is an employee of Xxxxx or its subsidiaries who will continue to be employed immediately following the Closing, such release shall exclude any claims related to the right of such employee to receive current earned and accrued but unpaid compensation, unreimbursed business expenses or other employment benefits generally available to all employees of Xxxxx and its subsidiaries. Each Lender Released Party From and after the Closing, each Restricted Holder hereby irrevocably covenants to refrain from, directly or indirectly, asserting, commencing or causing to be commenced any claim, suit, action or demand of any kind against Xxxxx or any of its subsidiaries, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall be entitled to enforce this covenant through specific performance. In addition not apply to any other liability which shall accrue upon claims a Restricted Holder may have under the breach of this covenant, the breaching party (including, any Derivative/Successor Person terms and conditions of the Borrower Merger Agreement to receive the merger consideration for its shares of Xxxxx capital stock or any Guarantor that commences or prosecutes any such action, suit or other proceeding) shall be liable warrants to such Lender Released Party for all reasonable attorneys’ fees and costs incurred by such party in the defense acquire shares of any such action, suit or other proceeding. The following terms shall have the following definitions when used in this Section 7.5:Xxxxx capital stock.

Release and Covenant Not to Xxx. In consideration (a) Without prejudice to Section 9.20, effective as of the agreements and understandings in this AgreementSecond Merger Effective Time, to the Borrower and fullest extent permitted by applicable Law, each Guarantor jointly and severallyCompany Shareholder, for itself and on behalf of itself and its controlled Affiliates (the Borrower’s Derivative/Successor “Shareholder Releasing Persons”), hereby knowingly and voluntarily, unconditionally and irrevocably, absolutely, finally and forever releases, acquits releases and discharges each Lender Released Party the Target Companies from and against any Claim relating in any manner whatsoever to any of the Loan Documentsand all Actions, including any transaction contemplated thereby or undertaken in connection therewithobligations, or otherwise to the Borrower’s or Guarantors’ credit relationship with the Lenderagreements, which relates or may relate in any manner whatsoever to any factsdebts and Liabilities whatsoever, whether known or unknown, both at law and in existence equity, which such Shareholder Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or at any time prior to the Amendment Second Merger Effective Date Time, in each case, solely to the extent arising out of their ownership of the Company Ordinary Shares. From and after the Second Merger Effective Time, each Shareholder 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 (a) any claims a Shareholder Releasing Person may have against any party pursuant to the terms and conditions of this Agreement or any Ancillary Document and (b) any rights of any director or officer of any Target Company to indemnification or reimbursement from a Target Company, whether pursuant to the Organizational Documents of a Target Company, Contract or otherwise. (b) Without prejudice to Section 9.20, effective as of the Second Merger Effective Time, to the fullest extent permitted by applicable Law, each a Target Company, on behalf of itself and its controlled Affiliates (the “Borrower-Related ClaimCompany Releasing Persons”). The Borrower , hereby releases and each Guarantor hereby knowingly discharges the Company Shareholders from and voluntarilyagainst any and all Actions, unconditionally obligations, agreements, debts and irrevocablyLiabilities whatsoever, absolutely finally whether known or unknown, both at law and forever covenants that it shall refrain, and further shall direct any Derivative/Successor Person to refrain, from commencing or otherwise prosecuting any action, suit or other proceeding of any kind, nature, character, or description, including in law or in equity, which such Company Releasing Person now has, has ever had or may hereafter have against the Company Shareholders arising on or prior to the Second Merger Effective Time, in each case, solely to the extent arising out of the Company Shareholder’s ownership of the Company Ordinary Shares. From and after the Second Merger Effective Time, each Company 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 Company Shareholders 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 (a) any claims a Company Releasing Person may have against any Lender Released Party on account party pursuant to the terms and conditions of this Agreement or any Ancillary Document and (b) any rights of any Borrower-Related Claim. Each Lender Released Party shall be entitled to enforce this covenant through specific performance. In addition to any other liability which shall accrue upon the breach of this covenant, the breaching party (including, any Derivative/Successor Person of the Borrower director or any Guarantor that commences or prosecutes any such action, suit or other proceeding) shall be liable to such Lender Released Party for all reasonable attorneys’ fees and costs incurred by such party in the defense officer of any such actionTarget Company to indemnification or reimbursement from a Target Company, suit whether pursuant to the Organizational Documents of a Target Company, Contract or other proceeding. The following terms shall have the following definitions when used in this Section 7.5:otherwise.

Release and Covenant Not to Xxx. In consideration of the agreements and understandings in this Agreement, each of the Borrower and each Guarantor Medical, jointly and severally, for itself and on behalf of the Borrower’s and Medical’s Derivative/Successor Persons, hereby knowingly and voluntarily, unconditionally and irrevocably, absolutely, finally and forever releases, acquits and discharges each Lender Released Party from any Claim relating in any manner whatsoever to any of the Loan Documents, Documents (including any transaction contemplated thereby or undertaken in connection therewith, or otherwise to the Borrower’s or Guarantors’ and Medical’s credit relationship with the LenderAgent and the Lenders) which have existed at any time on or prior to the date hereof, including any which relates or may relate in any manner whatsoever to any facts, known or unknown, in existence on or at any time prior to the Amendment Effective Date date hereof (each each, a “Borrower-Related Claim”). The Each of the Borrower and each Guarantor Medical hereby knowingly and voluntarily, unconditionally and irrevocably, absolutely finally and forever covenants that it shall refrain, and further shall direct any Derivative/Successor Person to refrain, from commencing or otherwise prosecuting any action, suit or other proceeding of any kind, nature, character, or description, including in law or in equity, against any Lender Released Party on account of any Borrower-Related Claim. Each Lender Released Party shall be entitled to enforce this covenant through specific performance. In addition to any other liability which shall accrue upon the breach of this covenant, the breaching party (including, any Derivative/Successor Person of the Borrower or any Guarantor Medical that commences or prosecutes any such action, suit or other proceeding) shall be liable to such Lender Released Party for all reasonable attorneys’ fees and costs incurred by such party in the defense of any such action, suit or other proceeding. The following terms shall have the following definitions when used in this Section 7.56:

Release and Covenant Not to Xxx. 6.1 In consideration of the agreements and understandings in IFC agreeing to enter into this Agreement, the each Borrower and each Guarantor jointly and severallyObligor, for itself and on behalf of the Borrower’s Derivative/Successor Personsits permitted successors, hereby knowingly and voluntarily, unconditionally and irrevocably, absolutely, finally and forever irrevocably releases, acquits and discharges IFC and its Related Parties (each a "Lender Released Party Party") from any Claim of any Borrower, any other Obligor and their respective Related Parties relating in any manner whatsoever to any of the Loan Documents, Transaction Documents or this Agreement (including any transaction contemplated thereby or undertaken in connection therewith, or otherwise to in respect of the Borrower’s or Guarantors’ Borrowers and the other Obligors' credit relationship with IFC) which have existed at any time on or prior to the Lenderbeginning of the Forbearance Period, including any which relates or may relate in any manner whatsoever to any facts, known or unknown, in existence on or at any time prior to the Amendment Effective Date beginning of the Forbearance Period (each each, a “Borrower-Related "Borrowers'-Related Claim”"). The . 6.2 Each Borrower and each Guarantor other Obligor hereby knowingly and voluntarily, unconditionally and irrevocably, absolutely finally and forever covenants that it shall refrain, and further shall direct any Derivative/Successor Person all of its Related Parties to refrain, from commencing or otherwise prosecuting any action, suit or other proceeding of any kind, nature, character, or description, including in law or in equity, against any Lender Released Party on account of any Borrower-Related Borrowers'-Related Claim. Each Lender Released Party shall be entitled to enforce this covenant through specific performance. In addition to any other liability which shall accrue upon the breach of this covenant, the breaching party (including, including any Derivative/Successor Person successor of the any Borrower or any Guarantor Obligor that commences or prosecutes any such action, suit or other proceeding) shall be liable to such Lender Released Party for all reasonable attorneys’ ' fees and costs incurred by such party in the defense defence of any such action, suit or other proceeding. The following terms shall have the following definitions when used in this Section 7.5:.

Release and Covenant Not to Xxx. In consideration of the agreements and understandings in this Agreement, the Borrower and each Guarantor jointly and severallyBorrower, for itself and on behalf of the Borrower’s Derivative/Successor Persons, hereby knowingly and voluntarily, unconditionally and irrevocably, absolutely, finally and forever releases, acquits and discharges each Lender Released Party from any Claim relating in any manner whatsoever to any of the Loan Documents, including any transaction contemplated thereby or undertaken in connection therewith, or otherwise to the Borrower’s or Guarantors’ credit relationship with the Lender, which relates or may relate in any manner whatsoever to any facts, known or unknown, in existence on or at any time prior to the Amendment Effective Date (each a “Borrower-Related Claim”). The Borrower and each Guarantor hereby knowingly and voluntarily, unconditionally and irrevocably, absolutely finally and forever covenants that it shall refrain, and further shall direct any Derivative/Successor Person to refrain, from commencing or otherwise prosecuting any action, suit or other proceeding of any kind, nature, character, or description, including in law or in equity, against any Lender Released Party on account of any Borrower-Related Claim. Each Lender Released Party shall be entitled to enforce this covenant through specific performance. In addition to any other liability which shall accrue upon the breach of this covenant, the breaching party (including, including any Derivative/Successor Person of the Borrower or any Guarantor that commences or prosecutes any such action, suit or other proceeding) shall be liable to such Lender Released Party for all reasonable attorneys’ fees and costs incurred by such party in the defense of any such action, suit or other proceeding. The following terms shall have the following definitions when used in this Section 7.55.5:

Release and Covenant Not to Xxx. 6.1 In consideration of the agreements and understandings in OFID agreeing to enter into this Agreement, the each Borrower and each Guarantor jointly and severallyObligor, for itself and on behalf of the Borrower’s Derivative/Successor Personsits permitted successors, hereby knowingly and voluntarily, unconditionally and irrevocably, absolutely, finally and forever irrevocably releases, acquits and discharges OFID and its Related Parties (each a "Lender Released Party Party") from any Claim of any Borrower, any other Obligor and their respective Related Parties relating in any manner whatsoever to any of the Loan Documents, Transaction Documents or this Agreement (including any transaction contemplated thereby or undertaken in connection therewith, or otherwise to in respect of the Borrower’s or Guarantors’ Borrowers and the other Obligors' credit relationship with OFID) which have existed at any time on or prior to the Lenderbeginning of the Forbearance Period, including any which relates or may relate in any manner whatsoever to any facts, known or unknown, in existence on or at any time prior to the Amendment Effective Date beginning of the Forbearance Period (each each, a “Borrower-Related "Borrowers'-Related Claim”"). The . 6.2 Each Borrower and each Guarantor other Obligor hereby knowingly and voluntarily, unconditionally and irrevocably, absolutely finally and forever covenants that it shall refrain, and further shall direct any Derivative/Successor Person all of its Related Parties to refrain, from commencing or otherwise prosecuting any action, suit or other proceeding of any kind, nature, character, or description, including in law or in equity, against any Lender Released Party on account of any Borrower-Related Borrowers'-Related Claim. Each Lender Released Party shall be entitled to enforce this covenant through specific performance. In addition to any other liability which shall accrue upon the breach of this covenant, the breaching party (including, including any Derivative/Successor Person successor of the any Borrower or any Guarantor Obligor that commences or prosecutes any such action, suit or other proceeding) shall be liable to such Lender Released Party for all reasonable attorneys’ ' fees and costs incurred by such party in the defense defence of any such action, suit or other proceeding. The following terms shall have the following definitions when used in this Section 7.5:.

Release and Covenant Not to Xxx. 6.1 In consideration of the agreements and understandings in IFC agreeing to enter into this Agreement, the each Borrower and the Guarantor, each Guarantor jointly and severally, for itself and on behalf of the Borrower’s Derivative/Successor Personsits permitted successors, hereby knowingly and voluntarily, unconditionally and irrevocably, absolutely, finally and forever irrevocably releases, acquits and discharges IFC and its Related Parties (each a "Lender Released Party Party") from any Claim of any Borrower, the Guarantor and their respective Related Parties relating in any manner whatsoever to any of the Loan Documents, Transaction Documents or this Agreement (including any transaction contemplated thereby or undertaken in connection therewith, or otherwise to in respect of the Borrower’s or Guarantors’ Borrowers and the Guarantor's credit relationship with IFC) which have existed at any time on or prior to the Lenderbeginning of the Forbearance Period, including any which relates or may relate in any manner whatsoever to any facts, known or unknown, in existence on or at any time prior to the Amendment Effective Date beginning of the Forbearance Period (each each, a “Borrower-Related "Borrowers'-Related Claim”"). . 6.2 The Borrower Borrowers and each the Guarantor hereby knowingly and voluntarily, unconditionally and irrevocably, absolutely finally and forever covenants covenant that it each shall refrain, and further shall direct any Derivative/Successor Person all of its Related Parties to refrain, from commencing or otherwise prosecuting any action, suit or other proceeding of any kind, nature, character, or description, including in law or in equity, against any Lender Released Party on account of any Borrower-Related Borrowers'-Related Claim. Each Lender Released Party shall be entitled to enforce this covenant through specific performance. In addition to any other liability which shall accrue upon the breach of this covenant, the breaching party (including, including any Derivative/Successor Person successor of the any Borrower or any the Guarantor that commences or prosecutes any such action, suit or other proceeding) shall be liable to such Lender Released Party for all reasonable attorneys’ ' fees and costs incurred by such party in the defense defence of any such action, suit or other proceeding. The following terms shall have the following definitions when used in this Section 7.5:.

Release and Covenant Not to Xxx. In consideration Subject to and effective as of the agreements and understandings in this AgreementClosing, the Borrower and each Guarantor jointly and severally, for itself and on behalf of the Borrower’s Derivative/Successor Persons, Seller hereby knowingly and voluntarily, unconditionally and irrevocably, absolutely, finally and forever releases, acquits releases and discharges each Lender Released Party the Company and its Subsidiaries from and against any Claim relating in any manner whatsoever to any of the Loan Documentsand all claims, including any transaction contemplated thereby or undertaken in connection therewithdemands, or otherwise to the Borrower’s or Guarantors’ credit relationship with the Lenderobligations, which relates or may relate in any manner whatsoever to any factsagreements, debts and liabilities whatsoever, whether known or unknown, both at law and in existence equity, which any of the Sellers now has, has ever had or may hereafter have against the Company or any of its Subsidiaries arising on or at any time prior to the Amendment Effective Closing Date (each a “Borrower-Related Claim”). The Borrower and each Guarantor hereby knowingly and voluntarilyor on account of or arising out of any matter occurring on or prior to the Closing Date, unconditionally and irrevocablyincluding, absolutely finally and forever covenants that it shall refrainbut not limited to, any rights to indemnification or reimbursement from the Company or any of its Subsidiaries, whether pursuant to its Articles of Organization or Operating Agreement, Contract or otherwise, and further shall direct whether or not relating to claims pending on, or asserted after, the Closing Date. From and after the Closing, each Seller hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Derivative/Successor Person to refrainclaim or demand, from or commencing or otherwise prosecuting causing to be commenced, any action, suit or other proceeding of any kindkind against the Company and its Subsidiaries, naturebased upon any matter purported to be released hereby. Notwithstanding anything to the contrary contained herein, character(a) none of the Sellers releases, discharges or descriptionwaives any claim that he has, including in law has ever had or may hereafter have against the Parent or any of its Subsidiaries (other than the Company and its Subsidiaries) and each of the Sellers hereby expressly reserves any such claims against the Parent and its Subsidiaries (other than the Company and its Subsidiaries) and (b) Sunrise Therapeutics, LLC does not release any rights or claims related to or in equity, against any Lender Released Party on account of any Borrower-Related Claim. Each Lender Released Party shall be entitled to enforce this covenant through specific performance. In addition to any other liability which shall accrue upon connection with the breach of this covenant, the breaching party (including, any Derivative/Successor Person of the Borrower or any Guarantor that commences or prosecutes any such action, suit or other proceeding) shall be liable to such Lender Released Party for all reasonable attorneys’ fees and costs incurred by such party in the defense of any such action, suit or other proceeding. The following terms shall have the following definitions when used in this Section 7.5:LRA Agreement.

Release and Covenant Not to Xxx. In consideration of the agreements and understandings in this Agreement, the each Borrower and each Guarantor other Loan Party, jointly and severally, and for itself and on behalf of the such Borrower’s or other Loan Party’s Derivative/Successor Persons, hereby knowingly and voluntarily, unconditionally and irrevocably, absolutely, finally finally, and forever releasesrelease, acquits acquit, and discharges discharge each Lender Released Party from any Claim relating in any manner whatsoever to any of the Loan Documents, including Documents and/or any transaction contemplated thereby or undertaken in connection therewith, or otherwise to the Borrower’s or Guarantors’ other Loan Party’s credit relationship with the Lender, which relates or may relate in any manner whatsoever to any facts, known or unknown, in existence on or at any time prior to the Amendment Effective Date Lender (each a “Borrower-Related Claim”). The Borrower Borrowers and each Guarantor other the Loan Parties hereby knowingly and voluntarily, unconditionally and irrevocably, absolutely absolutely, finally and forever covenants covenant that it shall they will refrain, and further shall will direct any Derivative/Successor Person to refrain, from commencing or otherwise prosecuting any action, suit or other proceeding of any kindproceeding, nature, character, or description, including in law or in equity, against any each Lender Released Party on account of any Borrower-Related Claim. Each Lender Released Party shall be entitled to enforce this covenant through specific performance. In addition to any the other liability which shall accrue upon the breach of this covenant, the breaching party (including, without limitation, any Derivative/Successor Person of the such Borrower or any Guarantor other Loan Party who or that commences or prosecutes any such action, suit or other proceeding) shall be liable to such Lender Released Party for all reasonable attorneys’ fees and costs incurred by such party in the defense of any such action, suit action or other proceedingsuit. The following terms shall have the following definitions when used in this Section 7.56:

Release and Covenant Not to Xxx. In consideration of the agreements and understandings in this Agreement, the Borrower and each Guarantor jointly and severallyBorrower, for itself and on behalf of the Borrower’s Derivative/Successor Persons, hereby knowingly and voluntarily, unconditionally and irrevocably, absolutely, finally and forever releases, acquits and discharges each Lender Released Party from any Claim relating in any manner whatsoever to any of the Loan Documents, including any transaction contemplated thereby or undertaken in connection therewith, or otherwise to the Borrower’s or Guarantors’ credit relationship with the Lender, which relates or may relate in any manner whatsoever to any facts, known or unknown, in existence on or at any time prior to the Amendment Effective Date (each a “Borrower-Related Claim”). The Borrower and each Guarantor hereby knowingly and voluntarily, unconditionally and irrevocably, absolutely finally and forever covenants that it shall refrain, and further shall direct any Derivative/Successor Person to refrain, from commencing or otherwise prosecuting any action, suit or other proceeding of any kind, nature, character, or description, including in law or in equity, against any Lender Released Party on account of any Borrower-Related Claim. Each Lender Released Party shall be entitled to enforce this covenant through specific performance. In addition to any other liability which shall accrue upon the breach of this covenant, the breaching party (including, including any Derivative/Successor Person of the Borrower or any Guarantor that commences or prosecutes any such action, suit or other proceeding) shall be liable to such Lender Released Party for all reasonable attorneys’ fees and costs incurred by such party in the defense of any such action, suit or other proceeding. The following terms shall have the following definitions when used in this Section 7.54.5:

Release and Covenant Not to Xxx. 6.1 In consideration of the agreements and understandings in OFID agreeing to enter into this Agreement, the Borrower and each Guarantor jointly and severallyObligor, for itself and on behalf of the Borrower’s Derivative/Successor Personsits permitted successors, hereby knowingly and voluntarily, unconditionally and irrevocably, absolutely, finally and forever irrevocably releases, acquits and discharges OFID and its Related Parties (each a "Lender Released Party Party") from any Claim of any Obligor and their respective Related Parties relating in any manner whatsoever to any of the Loan Documents, Transaction Documents or this Agreement (including any transaction contemplated thereby or undertaken in connection therewith, or otherwise to the Borrower’s or Guarantors’ in respect of any Obligors' credit relationship with OFID) which have existed at any time on or prior to the Lenderbeginning of the Forbearance Period, including any which relates or may relate in any manner whatsoever to any facts, known or unknown, in existence on or at any time prior to the Amendment Effective Date beginning of the Forbearance Period (each each, a “Borrower"Borrower's-Related Claim”"). The Borrower and each Guarantor . 6.2 Each Obligor hereby knowingly and voluntarily, unconditionally and irrevocably, absolutely finally and forever covenants that it shall refrain, and further shall direct any Derivative/Successor Person all of its Related Parties to refrain, from commencing or otherwise prosecuting any action, suit or other proceeding of any kind, nature, character, or description, including in law or in equity, against any Lender Released Party on account of any BorrowerBorrower's-Related Claim. Each Lender Released Party shall be entitled to enforce this covenant through specific performance. In addition to any other liability which shall accrue upon the breach of this covenant, the breaching party (including, including any Derivative/Successor Person successor of the Borrower or any Guarantor Obligor that commences or prosecutes any such action, suit or other proceeding) shall be liable to such Lender Released Party for all reasonable attorneys’ ' fees and costs incurred by such party in the defense defence of any such action, suit or other proceeding. The following terms shall have the following definitions when used in this Section 7.5:.

Release and Covenant Not to Xxx. 6.1 In consideration of the agreements and understandings in IFC agreeing to enter into this Agreement, the The Borrower and the Guarantor, each Guarantor jointly and severally, for itself and on behalf of the Borrower’s Derivative/Successor Personsits permitted successors, hereby knowingly and voluntarily, unconditionally and irrevocably, absolutely, finally and forever irrevocably releases, acquits and discharges IFC and its Related Parties (each a "Lender Released Party Party") from any Claim of the Borrower, the Guarantor and their respective Related Parties relating in any manner whatsoever to any of the Loan Documents, Transaction Documents or this Agreement (including any transaction contemplated thereby or undertaken in connection therewith, or otherwise to in respect of the Borrower’s or Guarantors’ Borrower and the Guarantor's credit relationship with IFC) which have existed at any time on or prior to the Lenderbeginning of the Forbearance Period, including any which relates or may relate in any manner whatsoever to any facts, known or unknown, in existence on or at any time prior to the Amendment Effective Date beginning of the Forbearance Period (each each, a “Borrower"Borrower's-Related Claim”"). . 6.2 The Borrower and each the Guarantor hereby knowingly and voluntarily, unconditionally and irrevocably, absolutely finally and forever covenants covenant that it each shall refrain, and further shall direct any Derivative/Successor Person all of its Related Parties to refrain, from commencing or otherwise prosecuting any action, suit or other proceeding of any kind, nature, character, or description, including in law or in equity, against any Lender Released Party on account of any Borrowerthe Borrower's-Related Claim. Each Lender Released Party shall be entitled to enforce this covenant through specific performance. In addition to any other liability which shall accrue upon the breach of this covenant, the breaching party (including, including any Derivative/Successor Person successor of the Borrower or any the Guarantor that commences or prosecutes any such action, suit or other proceeding) shall be liable to such Lender Released Party for all reasonable attorneys’ ' fees and costs incurred by such party in the defense defence of any such action, suit or other proceeding. The following terms shall have the following definitions when used in this Section 7.5:.

Release and Covenant Not to Xxx. In consideration (A) Upon the Effective Date, the Releasing Parties, and each of them, shall be deemed to have, and by operation of the agreements Final Judgment shall have, fully, finally, and understandings forever released, relinquished, and discharged all Released Claims against the Released Parties. Further, upon the Effective Date, and to the fullest extent permitted by law, each Settling Class Member, including Plaintiffs, shall, either directly, indirectly, representatively, or in this Agreementany capacity, be permanently barred and enjoined from filing, commencing, prosecuting, intervening in, or participating (as a class member or otherwise) in any lawsuit, action, or other proceeding in any jurisdiction (other than participation in the Borrower Settlement as provided herein) against any Released Party based on the Released Claims. (B) Plaintiffs shall have, and each Guarantor jointly Settling Class Member shall be deemed to waive any and severallyall provisions, rights, and benefits conferred by any law of the United States or any state or territory of the United States, or principle of common law, which governs or limits a person’s release of Unknown Claims. Plaintiffs, for itself themselves and on behalf of Settling Class Members, shall be deemed to relinquish, to the Borrower’s Derivative/Successor Personsfullest extent permitted by law, hereby knowingly any and voluntarilyall provisions, unconditionally rights and irrevocablybenefits conferred by any law of any state or territory of the United States, absolutelyor principle of common law, including Cal. Civ. Code § 1542 or any law which is similar, comparable, or equivalent to Cal. Civ. Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Plaintiffs acknowledge, and Settling Class Members by operation of law shall be deemed to have acknowledged, that they may discover facts in addition to or different from those now known or believed to be true with respect to the Released Claims, but that it is the intention of the Plaintiffs, and by operation of law, Settling Class Members, to completely, fully, finally and forever releases, acquits extinguish any and discharges each Lender all Released Party from any Claim relating in any manner whatsoever to any of the Loan Documents, including any transaction contemplated thereby or undertaken in connection therewith, or otherwise to the Borrower’s or Guarantors’ credit relationship with the Lender, which relates or may relate in any manner whatsoever to any factsClaims, known or unknown, in existence on suspected or at any time prior unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the Amendment Effective Date subsequent discovery of additional or different facts. (each a “Borrower-Related Claim”). The Borrower and each Guarantor hereby knowingly and voluntarilyC) For the avoidance of doubt, unconditionally and irrevocablyby entering into this Agreement, absolutely finally and forever covenants that it shall refrain, and further shall direct neither Drizly nor any Derivative/Successor Person to refrain, from commencing or otherwise prosecuting any action, suit or other proceeding of any kind, nature, character, or description, including in law or in equity, against any Lender Released Party on account of any Borrower-Related Claim. Each Lender Released Party shall be entitled to enforce this covenant through specific performance. In addition to any other liability which shall accrue upon the breach of this covenant, the breaching party (including, any Derivative/Successor Person of the Borrower have or any Guarantor that commences or prosecutes any such action, suit or other proceeding) shall be liable deemed to such Lender Released Party have released, relinquished, or discharged any claim or defense against any Person responsible for all reasonable attorneys’ fees and costs incurred by such party or otherwise involved in the defense of any such action, suit or other proceeding. The following terms shall have the following definitions when used in this Section 7.5:Data Breach.

Release and Covenant Not to Xxx. In consideration of 70. Upon the agreements and understandings in this AgreementEffective Date, the Borrower Releasing Parties shall automatically be deemed to have fully and each Guarantor jointly and severally, for itself and on behalf of the Borrower’s Derivative/Successor Persons, hereby knowingly and voluntarily, unconditionally and irrevocably, absolutely, finally irrevocably released and forever releases, acquits and discharges each Lender discharged the Released Party Parties from any Claim relating in any manner whatsoever to any and all liabilities, rights, claims, actions, causes of the Loan Documentsaction, including any transaction contemplated thereby or undertaken in connection therewithdemands, or otherwise to the Borrower’s or Guarantorsdamages, costs, attorneys’ credit relationship with the Lenderfees, which relates or may relate in any manner whatsoever to any factslosses, and remedies, whether known or unknown, in existence on existing or potential, suspected or unsuspected, liquidated or unliquidated, legal, statutory, or equitable, that result from, arise out of, are based upon, or relate to the Action, or the conduct, omissions, duties or matters at any time prior from the beginning of time to the Amendment Effective Date (each a “Borrower-Related Claim”)that were or could have been claimed, raised, or alleged in the Action. 71. The Borrower Parties understand and acknowledge that this Agreement constitutes a compromise and settlement of disputed claims. No action taken by the Parties either previously or in connection with the negotiations or proceedings connected with this Agreement shall be FILED DATE: 3/17/2021 10:19 PM 2018CH13834 deemed or construed to be an admission of the truth or falsity of any claims or defenses heretofore made, or an acknowledgment or admission by any party of any fault, liability or wrongdoing of any kind whatsoever. 72. Neither the Agreement, nor any act performed or document executed pursuant to or in furtherance of the Agreement: (a) is or may be deemed to be, or may be used as, an admission of, or evidence of, the validity of any claim made by the Plaintiff or Settlement Class Members, or any wrongdoing or liability on the part of the Released Parties; or (b) is or may be deemed to be, or may be used as, an admission of, or evidence of, any fault or omission on the part of any of the Released Parties, in the Action, or in any proceeding in any court, administrative agency or other tribunal. 73. In addition, with respect to the subject matter of this Action, by operation of the entry of the Final Approval Order, Plaintiff and each Guarantor hereby knowingly and voluntarily, unconditionally and irrevocably, absolutely finally and forever covenants that it shall refrainSettlement Class Member, and further each of their respective successors, assigns, legatees, heirs, and personal representatives, expressly waive any and all rights or benefits they may now have, or in the future may have, under any law relating to the releases of unknown claims, including, without limitation, Section 1542 of the California Civil Code, which provides: A General Release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party. By operation of the entry of the Final Approval Order, Plaintiff and each Settlement Class Member, shall direct be deemed to have waived any Derivative/Successor Person and all provisions, rights, and benefits conferred FILED DATE: 3/17/2021 10:19 PM 2018CH13834 by any law of any state or territory of the United States or any foreign country, and any and all principles of common law that are similar, comparable, or equivalent in substance or intent to refrainSection 1542 of the California Civil Code. 74. To the extent permitted by law, from commencing or otherwise prosecuting this Agreement may be pleaded as a full and complete defense to, and may be used as the basis for an injunction against, any action, suit suit, or other proceeding of any kindthat may be instituted, nature, characterprosecuted, or description, including attempted in law or in equity, against any Lender Released Party on account of any Borrower-Related Claim. Each Lender Released Party shall be entitled to enforce this covenant through specific performance. In addition to any other liability which shall accrue upon the breach of or contrary to this covenant, the breaching party (including, any Derivative/Successor Person of the Borrower or any Guarantor that commences or prosecutes any such action, suit or other proceeding) shall be liable to such Lender Released Party for all reasonable attorneys’ fees and costs incurred by such party in the defense of any such action, suit or other proceeding. The following terms shall have the following definitions when used in this Section 7.5:Agreement.