Common use of Release and Discharge Clause in Contracts

Release and Discharge. (a) Effective as of and contingent on the Closing, to the fullest extent permitted by applicable Law, the Seller, on behalf of itself and on behalf of its shareholders or members, as applicable, assigns and beneficiaries and, to the extent acting in a representative capacity, its creditors, directors, officers, managers, employees, investors, Affiliates, representatives (including any investment banking, legal or accounting firm retained), successors and assigns of any of them (collectively, the “Releasing Persons”), hereby knowingly, voluntarily, unconditionally and irrevocably waives, fully and finally releases, acquits and forever discharges each Group Company and its shareholders or members, as applicable, assigns and beneficiaries, creditors, directors, officers, managers, employees, investors, Affiliates, representatives (including any investment banking, legal or accounting firm retained by any of them), successors and assigns of any of them, Affiliates and predecessors, successors and assigns of any of them (collectively, the “Released Persons”) from any and all actions, causes of action, suits, debts, accounts, bonds, bills, covenants, contracts, controversies, obligations, claims, counterclaims, debts, demands, damages, costs, expenses, compensation or liabilities of every kind and any nature whatsoever, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, direct or derivative on behalf of any Person, and whether arising under any agreement or understanding or otherwise at Law or equity (“Released Claims”), which such Releasing Persons, or any of them, had, has, or may have had arising from, connected or related to, or caused by any event, occurrence, cause or thing, of any type whatsoever, or otherwise, arising or existing, or occurring, in whole or in part, at any time in the past until and including the Closing against any of the Released Persons with respect to any Group Company, including any Releasing Person’s investment in securities in any Group Company or arising out of, relating to or in connection with the Existing Articles (the “Release”); provided, that the Parties acknowledge and agree that this Section 6.9 does not apply to and shall not constitute a release of any rights or obligations to the extent arising under (i) this Agreement, any other Transaction Document or any certificate or other instrument delivered by or on behalf of any Party pursuant to this Agreement, and/or (ii) any Contract entered into by and among the Seller and/or its subsidiaries (other than any Group Companies), on one hand, and any Group Company, on the other hand, prior to the Closing. The Release shall be effective as a full, final and irrevocable accord and satisfaction and release of all of the Released Claims. (b) Effective as of and contingent on the Closing, the Seller hereby irrevocably and unconditionally covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Released Person, based upon the Release or to seek to recover any amounts in connection therewith or thereunder from and after the Closing. Any Released Person may plead this Release as a complete bar to any Released Claims brought in derogation of this covenant not to sue. (c) The Seller agrees that if it violates any provision of this Section 6.9, it will pay the costs and expenses of defending against any related or resulting Legal Proceedings incurred by the Released Persons, including attorney’s fees.

Release and Discharge. (a) Effective as of the Effective Time, Alibaba, Yahoo! and contingent on the ClosingSoftbank, for themselves and, to the fullest maximum extent permitted by applicable Law, the Seller, on behalf of itself each of their respective former and on behalf of its shareholders or members, as applicable, assigns and beneficiaries and, to the extent acting in a representative capacity, its creditorscurrent officers, directors, officersexecutives, managersemployees (including, employeeswithout limitation, investorsinternal legal counsel), subsidiaries, controlled Affiliates, representatives (including any investment banking, legal or accounting firm retained)predecessor entities, successors and assigns of any of them said person or entity (collectively, the “Releasing PersonsParties”), hereby knowingly, voluntarily, unconditionally and unequivocally, fully, and, subject in each case to Section 4.13 hereof, unconditionally, irrevocably waives, fully and finally releases, acquits and forever discharges release and discharge Alibaba, OpCo, HoldCo, JM, JT, SX and each Group Company of their respective former and its shareholders or members, as applicable, assigns and beneficiaries, creditorscurrent officers, directors, officers, managersexecutives, employees, investorssecurity holders (including without limitation shareholders), parents, subsidiaries, Affiliates, predecessor entities, accountants, auditors, attorneys, representatives (including any excluding investment bankingbanking firms), legal or accounting firm retained by any of them)heirs, executors, administrators, successors and assigns of any of themsaid person or entity (including, Affiliates and predecessorswithout limitation, successors and assigns of any of them internal legal counsel) (collectively, the “Released Persons”) from the following (collectively, the “Released Claims”): any and all past or present, direct and/or indirect claims, rights, actions, causes of action, suits, debts, accounts, bonds, bills, covenants, contracts, controversieslosses, obligations, claims, counterclaims, debts, demands, damagessums of money due, costs, expensesjudgments, compensation suits, damages and charges of whatever kind or liabilities of every kind and any nature whatsoever, in each case whether absolute or contingent, liquidated or unliquidatednature, known or unknown, direct disclosed or derivative on behalf undisclosed, suspected or unsuspected, contingent or absolute, in law or in equity, whether individual, or in their capacity as shareholders of Alibaba or of any Personof their respective subsidiaries or controlled Affiliates, and whether arising asserted or that could have been asserted, under any agreement or understanding or otherwise at Law or equity of any jurisdiction anywhere in the world (“Released Claims”), which such Releasing Persons, including without limitation any Law of the United States or any of themstate or territory thereof, had, has, or may have had arising from, connected or related to, or caused by any event, occurrence, cause or thing, of any type whatsoever, or otherwise, arising or existing, or occurring, in whole or in part, at any time in the past until and including the Closing against any Law of the Released Persons with respect to any Group Company, including any Releasing Person’s investment in securities in any Group Company or arising out of, relating to or in connection with the Existing Articles (the “Release”); provided, that the Parties acknowledge and agree that this Section 6.9 does not apply to and shall not constitute a release Peoples Republic of any rights or obligations to the extent arising under (i) this Agreement, any other Transaction Document China or any certificate region or other instrument delivered by territory thereof or on behalf the Special Administrative Region of any Party pursuant to this Agreement, and/or (ii) any Contract entered into by and among the Seller and/or its subsidiaries (other than any Group Companies), on one handHong Kong, and any Group Company, on the other hand, prior to the Closing. The Release shall be effective as a full, final and irrevocable accord and satisfaction and release of all Law of the Released Cayman Islands) (collectively, “Claims. (b) Effective as of and contingent on the Closing, the Seller hereby irrevocably and unconditionally covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Released Person, based upon the Release or to seek to recover any amounts in connection therewith or thereunder from and after the Closing. Any Released Person may plead this Release as a complete bar to any Released Claims brought in derogation of this covenant not to sue. (c) The Seller agrees that if it violates any provision of this Section 6.9, it will pay the costs and expenses of defending against any related or resulting Legal Proceedings incurred by the Released Persons, including attorney’s fees.”):

Release and Discharge. (a) Effective as of and contingent on upon the Closing, to the fullest extent permitted by applicable Law, each of the SellerWarrantors, on behalf of itself and on behalf of its shareholders or members, as applicable, assigns and beneficiaries and, to the extent acting in a representative capacity, its creditors, directors, officers, managers, employees, investors, Affiliates, representatives (including any investment banking, legal or accounting firm retainedretained by such Warrantor), successors and assigns of any of them (collectively, the “Releasing Persons”), hereby knowingly, voluntarily, unconditionally and irrevocably waives, fully and finally releases, acquits and forever discharges each Group Company and its shareholders or members, as applicable, assigns and beneficiaries, creditors, directors, officers, managers, employees, investors, Affiliates, representatives (including any investment banking, legal or accounting firm retained by any of them), successors and assigns of any of them, Affiliates and predecessors, successors and assigns of any of them (collectively, the “Released Persons”) from any and all actions, causes of action, suits, debts, accounts, bonds, bills, covenants, contracts, controversies, obligations, claims, counterclaims, debts, demands, damages, costs, expenses, compensation or liabilities of every kind and any nature whatsoever, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, direct or derivative on behalf of any Person, and whether arising under any agreement or understanding or otherwise at Law or equity (“Released Claims”), which such Releasing Persons, or any of them, had, has, or may have had arising from, connected or related to, or caused by any event, occurrence, cause or thing, of any type whatsoever, or otherwise, arising or existing, or occurring, in whole or in part, at any time in the past until and including the Closing against any of the Released Persons with respect to any Group Company, including any Releasing Person’s investment in securities in any Group Company or whether arising out of, relating to or in connection with the Seller’s investment in securities in any Group Company, the Existing Articles or otherwise (the “Release”); provided, that the Parties acknowledge and agree that this Section 6.9 does not apply to and shall not constitute a release of any rights or obligations to the extent arising under (i) this Agreement, any other Transaction Document or any certificate or other instrument delivered by or on behalf of any Party pursuant to this Agreement, and/or (ii) any Contract entered into by and among the Seller and/or its subsidiaries (other than any Group Companies), on one hand, and any Group Company, on the other hand, prior to the Closing. The Release shall be effective as a full, final and irrevocable accord and satisfaction and release of all of the Released Claims. (b) Effective as of and contingent on upon the Closing, each of the Seller Warrantors hereby irrevocably and unconditionally covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Released Person, based upon the Release or to seek to recover any amounts in connection therewith or thereunder from and after the Closing. Any Released Person may plead this Release as a complete bar to any Released Claims brought in derogation of this covenant not to suexxx. (c) The Seller Each of the Warrantors agrees that if it violates any provision of this Section 6.9, it such Warrantor will pay the costs and expenses of defending against any related or resulting Legal Proceedings incurred by the Released Persons, including attorney’s fees. (d) The provisions of the foregoing Section 6.9(a) to (c) shall not apply to any liability or claim (i) arising from the Seller Guarantee, (ii) arising from Onshore Shareholder Loans or the Offshore Shareholder Loans, (iii) arising from any transaction that is at least as favorable to Group Companies as would have been obtainable by them at the time in a comparable arm’s-length transaction with an unrelated party, (iv) arising under the governing documents of the Group Companies, including in respect of exculpation and indemnification, or any indemnification agreement, (v) arising under the Transaction Documents, or (vi) arising from employment relationship with the Group Companies, including accrued but unpaid salary, benefits, reimbursable expenses and other types of compensation and benefits to the extent reflected in the Financial Statements or the Closing Statement. (e) For the avoidance of doubt, the Warrantors shall, and shall cause their respective Affiliates to, knowingly, voluntarily, unconditionally and irrevocably waive, fully and finally release, acquit and forever discharge (i) each employee of the Group Companies from all Liabilities and claims arising from any non-competition obligations under his or her existing labor contract with the relevant Group Company, and (ii) the Group Companies from all Liabilities and claims for any liquidated damages or penalties due to a breach of non-compete or similar obligations as a result of the transactions contemplated hereby under any of their existing business contract with the Warrantors or their Affiliates (excluding the Group Companies), to the extent such contact is not terminated at the Closing.

Release and Discharge. Unless permitted under this Agreement: (a) Effective as of and contingent on upon the Closing, to the fullest extent permitted by applicable Law, each of the SellerSelling Shareholders, on behalf of itself and on behalf of its shareholders or members, as applicable, assigns and beneficiaries and, to the extent acting in a representative capacity, its creditors, directors, officers, managers, employees, investors, Affiliates, representatives (including any investment banking, legal or accounting firm retainedretained by the such Selling Shareholder), successors and assigns of any of them (collectively, the “Releasing Persons”), hereby knowingly, voluntarily, unconditionally and irrevocably waives, fully and finally releases, acquits and forever discharges each Group Company and its shareholders or members, as applicable, assigns and beneficiaries, creditors, directors, officers, managers, employees, investors, Affiliates, representatives (including any investment banking, legal or accounting firm retained by any of them), successors and assigns of any of them, Affiliates and predecessors, successors and assigns of any of them (collectively, the “Released Persons”) from any and all actions, causes of action, suits, debts, accounts, bonds, bills, covenants, contracts, controversies, obligations, claims, counterclaims, debts, demands, damages, costs, expenses, compensation or liabilities of every kind and any nature whatsoever, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, direct or derivative on behalf of any Person, and whether arising under any agreement or understanding or otherwise at Law or equity (“Released Claims”), which such Releasing Persons, or any of them, had, has, or may have had arising from, connected or related to, or caused by any event, occurrence, cause or thing, of any type whatsoever, or otherwise, arising or existing, or occurring, in whole or in part, at any time in the past until and including the Closing against any of the Released Persons with respect to any Group Company, including any Releasing Person’s investment in securities in any Group Company or arising out of, relating to or in connection with such Selling Shareholder’s investment in securities in any Group Company, the Existing Articles and/or the Existing Shareholders Agreement (the “Release”); provided, that the Parties acknowledge and agree that this Section 6.9 does not apply to and shall not constitute a release of any rights or obligations to the extent arising under (i) this Agreement, any other Transaction Document or any certificate or other instrument delivered by or on behalf of any Party pursuant to this Agreement, and/or (ii) any Contract entered into by and among the Seller and/or its subsidiaries (other than any Group Companies), on one hand, and any Group Company, on the other hand, prior to the Closing. The Release shall be effective as a full, final and irrevocable accord and satisfaction and release of all of the Released Claims. (b) Effective as of and contingent on upon the Closing, each of the Seller Selling Shareholders hereby irrevocably and unconditionally covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Released Person, based upon the Release or to seek to recover any amounts in connection therewith or thereunder from and after the Closing. Any Released Person may plead this Release as a complete bar to any Released Claims brought in derogation of this covenant not to suexxx. (c) The Seller Each of the Selling Shareholders agrees that if it violates any provision of this Section 6.97.11, it such Selling Shareholder will pay the costs and expenses of defending against any related or resulting Legal Proceedings incurred by the Released Persons, including attorney’s fees, if determined by a final and legally binding judgment issued by a competent court.

Release and Discharge. (a) Effective as of and contingent on the Closing, to the fullest extent permitted by applicable Law, each of the Founder, the Founder Holdco and the Seller, on behalf of itself and on behalf of its shareholders or members, as applicable, assigns and beneficiaries and, to the extent acting in a representative capacity, its creditors, directors, officers, managers, employees, investors, Affiliates, representatives (including any investment banking, legal or accounting firm retained), successors and assigns of any of them (collectively, the “Releasing Persons”), hereby knowingly, voluntarily, unconditionally and irrevocably waives, fully and finally releases, acquits and forever discharges each Group Company and its shareholders or members, as applicable, assigns and beneficiaries, creditors, directors, officers, managers, employees, investors, Affiliates, representatives (including any investment banking, legal or accounting firm retained by any of them), successors and assigns of any of them, Affiliates and predecessors, successors and assigns of any of them (collectively, the “Released Persons”) from any and all actions, causes of action, suits, debts, accounts, bonds, bills, covenants, contracts, controversies, obligations, claims, counterclaims, debts, demands, damages, costs, expenses, compensation or liabilities of every kind and any nature whatsoever, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, direct or derivative on behalf of any Person, and whether arising under any agreement or understanding or otherwise at Law or equity (“Released Claims”), which such Releasing Persons, or any of them, had, has, or may have had arising from, connected or related to, or caused by any event, occurrence, cause or thing, of any type whatsoever, or otherwise, arising or existing, or occurring, in whole or in part, at any time in the past until and including the Closing against any of the Released Persons with respect to any Group Company, including any Releasing Person’s investment in securities in any Group Company or arising out of, relating to or in connection with the Existing Articles (the “Release”); provided, that the Parties acknowledge and agree that this Section 6.9 does not apply to and shall not constitute a release of any rights or obligations to the extent arising under (i) this Agreement, any other Transaction Document or any certificate or other instrument delivered by or on behalf of any Party pursuant to this Agreement, and/or (ii) any Contract entered into by and among the Seller and/or its subsidiaries (other than any Group Companies), on one hand, and any Group Company, on the other hand, prior to the Closing. The Release shall be effective as a full, final and irrevocable accord and satisfaction and release of all of the Released Claims. (b) Effective as of and contingent on the Closing, each of the Founder, the Founder Holdco and the Seller hereby irrevocably and unconditionally covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Released Person, based upon the Release or to seek to recover any amounts in connection therewith or thereunder from and after the Closing. Any Released Person may plead this Release as a complete bar to any Released Claims brought in derogation of this covenant not to sue. (c) The Each of the Founder, the Founder Xxxxxx and the Seller agrees that if it violates any provision of this Section 6.96.10, it will pay the costs and expenses of defending against any related or resulting Legal Proceedings incurred by the Released Persons, including attorney’s fees.

Release and Discharge. (a) Effective as of the Effective Time, Alibaba, Yahoo! and contingent on the ClosingSoftbank, for themselves and, to the fullest maximum extent permitted by applicable Law, the Seller, on behalf of itself each of their respective former and on behalf of its shareholders or members, as applicable, assigns and beneficiaries and, to the extent acting in a representative capacity, its creditorscurrent officers, directors, officersexecutives, managersemployees (including, employeeswithout limitation, investorsinternal legal counsel), subsidiaries, controlled Affiliates, representatives (including any investment banking, legal or accounting firm retained)predecessor entities, successors and assigns of any of them said person or entity (collectively, the “Releasing PersonsParties”), hereby knowingly, voluntarily, unconditionally and unequivocally, fully, and, subject in each case to Section 4.13 hereof, unconditionally, irrevocably waives, fully and finally releases, acquits and forever discharges release and discharge Alibaba, OpCo, HoldCo, JM, JT, SX and each Group Company of their respective former and its shareholders or members, as applicable, assigns and beneficiaries, creditorscurrent officers, directors, officers, managersexecutives, employees, investorssecurity holders (including without limitation shareholders), parents, subsidiaries, Affiliates, predecessor entities, accountants, auditors, attorneys, representatives (including any excluding investment bankingbanking firms), legal or accounting firm retained by any of them)heirs, executors, administrators, successors and assigns of any of themsaid person or entity (including, Affiliates and predecessorswithout limitation, successors and assigns of any of them internal legal counsel) (collectively, the “Released Persons”) from the following (collectively, the “Released Claims”): any and all past or present, direct and/or indirect claims, rights, actions, causes of action, suits, debts, accounts, bonds, bills, covenants, contracts, controversieslosses, obligations, claims, counterclaims, debts, demands, damagessums of money due, costs, expensesjudgments, compensation suits, damages and charges of whatever kind or liabilities of every kind and any nature whatsoever, in each case whether absolute or contingent, liquidated or unliquidatednature, known or unknown, direct disclosed or derivative on behalf undisclosed, suspected or unsuspected, contingent or absolute, in law or in equity, whether individual, or in their capacity as shareholders of Alibaba or of any Personof their respective subsidiaries or controlled Affiliates, asserted or that could have been asserted, under any Law of any jurisdiction anywhere in the world (including without limitation any Law of the United States or any state or territory thereof, any Law of the Peoples Republic of China or any region or territory thereof or the Special Administrative Region of Hong Kong, and whether arising under any agreement or understanding or otherwise at Law or equity of the Cayman Islands) (collectively, “Released Claims”)): (i) arising from or out of, which such Releasing Persons, or any of them, had, has, or may have had arising from, connected based upon or related to: (1) the Release Transactions; (2) the Control Agreements and Control Agreement Termination, as defined in Exhibit A to this Agreement; (3) during the period commencing on the date of the first Release Transaction and continuing until the Effective Time, related party transactions between or caused by any eventamong Alibaba, occurrenceOpCo and their respective subsidiaries and controlled Affiliates effected without the approval, cause or thingto the extent required, of Alibaba's board of directors, in each case to the extent in the ordinary course of business, consistent with the past practices of Alibaba and OpCo as conducted in the period prior to the first Release Transaction; and (4) during the period commencing on the date of the first Release Transaction and continuing until the Effective Time, (A) any type whatsoeverand all actions taken or not taken by the Released Persons, whether as officers or directors of Alibaba, OpCo or otherwise, arising to give effect to or existing, or occurring, in whole or in part, at any time in the past until and including the Closing against to implement any of the Released transactions or actions set forth in the foregoing clauses (1), (2) or (3), and (B) the nature, substance and timing of any disclosures, communications or statements (or the failure to make any such disclosures, communications or statements) relating to the transactions or actions set forth in the foregoing clauses (1), (2) or (3) to directors, shareholders, auditors or attorneys of Alibaba, to other Releasing Persons with respect or to any Group Companythe public (which in the case of disclosures, including any Releasing Person’s investment in securities in any Group Company communications and statements to the public shall be limited to disclosures, communications and statements published and available to the general public at the Effective Time); or (ii) arising from or arising out of, relating to or in connection with based upon, the Existing Articles (fact of, without more, or the “Release”)continuation of, without more, ownership or control, from and after the first Release Transaction, by any Released Party, of OpCo, its subsidiaries and controlled Affiliates; provided, that for the Parties acknowledge avoidance of doubt, in the case of Claims that relate (A) in part to the matters specified in clauses (i) and agree that this Section 6.9 does not apply (ii) and (B) in part to and other matters, the “Released Claims” shall not constitute a release of any rights or obligations include such Claims only to the extent arising under (i) this Agreement, any other Transaction Document or any certificate or other instrument delivered by or on behalf of any Party pursuant to this Agreement, and/or (ii) any Contract entered into by and among the Seller and/or its subsidiaries (other than any Group Companies), on one hand, and any Group Company, on the other hand, prior relating to the Closing. The Release shall be effective as a full, final matters described in clause (A) and irrevocable accord and satisfaction and release of all of not to the Released Claimsextent relating to the matters described in clause (B). (b) Effective as For avoidance of and contingent on the Closingdoubt, with respect to Released Persons who are individuals, the Seller hereby irrevocably and unconditionally covenants releases provided for in this Section 2.1 shall apply to refrain fromthem in any capacity acting by or on behalf of, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Released Person, based upon the Release including, in their capacity as officer, executive, director, managing partner, principal, member, security holder, trustee or to seek to recover any amounts in connection therewith fiduciary for or thereunder from and after the Closing. Any Released Person may plead this Release as a complete bar with respect to any other Released Claims brought in derogation of this covenant not to suePerson. (c) The Seller agrees that if it violates Any Person released from any provision claim pursuant to this Section 2.1 may plead this Agreement as a complete defense, discharge and bar to any action, claim or demand, in any court or tribunal anywhere in the world, brought in respect of such released claim in contravention of this Section 6.9Agreement for so long as this Agreement remains in effect. (d) For the avoidance of doubt, it will pay the costs release and expenses discharge set forth herein shall not be deemed to release any of defending against any related or resulting Legal Proceedings incurred by the Released Persons, including attorney’s feesParties or Releasing Parties from its obligations under any of the other Transaction Documents.

Release and Discharge. (a) 6.12.1 Effective as of and contingent on upon the Closing, to the fullest extent permitted by applicable Law, each of the SellerSellers, on the one hand, and the Acquired Entities, on the other hand, in each case on behalf of itself and on behalf of its shareholders shareholders, members or membersAffiliates, as applicable, assigns and beneficiaries and, to the extent acting in a representative capacity, its creditors, directors, officers, managers, employees, investors, Affiliates, representatives (including any investment banking, legal or accounting firm retained)Representatives, successors and assigns of any of them (collectively, the “Releasing Persons”), hereby knowingly, voluntarily, unconditionally and irrevocably waives, fully and finally releases, acquits and forever discharges each Group Company of the Acquired Entities (in the case of each of the Sellers) and its shareholders or members, as applicable, each of the Sellers (in the case of the Acquired Entities) and their assigns and beneficiaries, creditors, directors, officers, managers, employees, investors, Affiliates, representatives (including any investment banking, legal or accounting firm retained by any of them), successors and assigns of any of them, Affiliates and predecessorsRepresentatives, successors and assigns of any of them (collectively, the “Released Persons”) from any and all actions, causes of action, suits, debts, accounts, bonds, bills, covenants, contracts, controversies, obligations, claims, counterclaims, debts, demands, damages, costs, expenses, compensation or liabilities Liabilities of every kind and any nature whatsoever, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, direct or derivative on behalf of any Person, and whether arising under any agreement or understanding or otherwise at Law or equity (“Released Claims”), which such Releasing Persons, or any of them, had, has, or may have had arising from, connected or related to, or caused by any event, occurrence, cause or thing, of any type whatsoever, or otherwise, arising or existing, or occurring, in whole or in part, at any time in the past until and including the Closing against any of the Released Persons with respect to any Group Company, including any Releasing Person’s investment in securities in any Group Company or arising out of, relating to or in connection with the Existing Articles (the “Release”); provided, that the Parties acknowledge and agree that this Section 6.9 does not apply to and shall not constitute a release of any rights or obligations to the extent arising under (i) this Agreement, any other Transaction Document or any certificate or other instrument delivered by or on behalf of any Party pursuant to this Agreement, and/or (ii) any Contract entered into by and among the Seller and/or its subsidiaries (other than any Group Companies), on one hand, and any Group Company, on the other hand, prior to the Closing. The Release shall be effective as a full, final and irrevocable accord and satisfaction and release of all of the Released Claims. (b) 6.12.2 Effective as of and contingent on upon the Closing, each of the Seller Sellers and the Acquired Entities hereby irrevocably and unconditionally covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Released Person, based upon the Release or to seek to recover any amounts in connection therewith or thereunder from and after the Closing. Any Released Person may plead this Release as a complete bar to any Released Claims brought in derogation of this covenant not to suexxx. (c) The Seller 6.12.3 Each of the Sellers and the Acquired Entities agrees that if it or any of its Affiliates violates any provision of this Section 6.96.12, it such Sellers or Acquired Entity will pay the costs and expenses of defending against any related or resulting Legal Proceedings Actions incurred by the Released Persons, including attorney’s fees. 6.12.4 For the avoidance of doubt, the provisions of this Section 6.12 shall not be deemed to apply to any (i) claim against the Acquired Entities by any individual who is a former or current D&O thereof, to the extent such claim arises out of such individual’s service as D&O pursuant to any indemnification agreement between such individual and the Acquired Entities or the applicable provisions of its Organizational Documents, (ii) claim against the Purchaser or any Seller pursuant to Article IX or Section 7.3, (iii) any obligations of any Seller pursuant to this Agreement, including a release of any claim which may be made arising from or in connection with this Agreement, or (iv) any claim of fraud. 6.12.5 Each of the Sellers and the Acquired Entities expressly acknowledges that it has had, or has had and waived, the opportunity to be advised by independent legal counsel and hereby waives and relinquishes all rights and benefits afforded by, and does so understanding and acknowledging the significance and consequence of such specific waiver of, any applicable Law similar in nature to Section 1542 of the California Civil Code, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED THE SETTLEMENT WITH THE DEBTOR.

Release and Discharge. Unless otherwise permitted under this Agreement: (a) Effective as of and contingent on upon the Closing, to the fullest extent permitted by applicable LawLaws, each of the SellerSelling Shareholders, on behalf of itself and on behalf of its shareholders or members, as applicable, assigns and beneficiaries and, to the extent acting in a representative capacity, its creditors, directors, officers, managers, employees, investors, Affiliates, representatives (including any investment banking, legal or accounting firm retainedretained by the such Selling Shareholder), successors and assigns of any of them (collectively, the “Releasing Persons”), hereby knowingly, voluntarily, unconditionally and irrevocably waives, fully and finally releases, acquits and forever discharges each Group Company and its shareholders or members, as applicable, assigns and beneficiaries, creditors, directors, officers, managers, employees, investors, Affiliates, representatives (including any investment banking, legal or accounting firm retained by any of them), successors and assigns of any of them, Affiliates and predecessors, successors and assigns of any of them (collectively, the “Released Persons”) from any and all actions, causes of action, suits, debts, accounts, bonds, bills, covenants, contracts, controversies, obligations, claims, counterclaims, debts, demands, damages, costs, expenses, compensation or liabilities of every kind and any nature whatsoever, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, direct or derivative on behalf of any Person, and whether arising under any agreement or understanding or otherwise at Law or equity (“Released Claims”), which such Releasing Persons, or any of them, had, has, or may have had arising from, connected or related to, or caused by any event, occurrence, cause or thing, of any type whatsoever, or otherwise, arising or existing, or occurring, in whole or in part, at any time in the past until and including the Closing against any of the Released Persons with respect to any Group Company, including any Releasing Person’s investment in securities in any Group Company or arising out of, relating to or in connection with such Selling Shareholder’s investment in securities in any Group Company, the Existing Articles (the “Release”); provided, that the Parties acknowledge and agree that this Section 6.9 does not apply to and shall not constitute a release of any rights or obligations to the extent arising under (i) this Agreement, any other Transaction Document or any certificate or other instrument delivered by or on behalf of any Party pursuant to this Agreement, and/or (ii) any Contract entered into by and among the Seller and/or its subsidiaries (other than any Group Companies), on one hand, and any Group Company, on the other hand, prior to the Closing. The Release shall be effective as a full, final and irrevocable accord and satisfaction and release of all of the Released Claims. (b) Effective as of and contingent on upon the Closing, each of the Seller Selling Shareholders hereby irrevocably and unconditionally covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Released Person, based upon the Release or to seek to recover any amounts in connection therewith or thereunder from and after the Closing. Any Released Person may plead this Release as a complete bar to any Released Claims brought in derogation of this covenant not to suexxx. (c) The Seller agrees Each of the Selling Shareholders agree that if it violates any provision of this Section 6.96.10, it such Selling Shareholder will pay the costs and expenses of defending against any related or resulting Legal Proceedings incurred by the Released Persons, including attorney’s fees, if determined by a final and legally binding judgment issued by a competent court.

Release and Discharge. Unless otherwise permitted under this Agreement: (a) Effective as of and contingent on upon the Closing, to the fullest extent permitted by applicable LawLaws, each of the SellerSelling Shareholders, on behalf of itself and on behalf of its shareholders or members, as applicable, assigns and beneficiaries and, to the extent acting in a representative capacity, its creditors, directors, officers, managers, employees, investors, Affiliates, representatives (including any investment banking, legal or accounting firm retainedretained by the such Offshore Selling Shareholder), successors and assigns of any of them (collectively, the “Releasing Persons”), hereby knowingly, voluntarily, unconditionally and irrevocably waives, fully and finally releases, acquits and forever discharges each Group Company and its shareholders or members, as applicable, assigns and beneficiaries, creditors, directors, officers, managers, employees, investors, Affiliates, representatives (including any investment banking, legal or accounting firm retained by any of them), successors and assigns of any of them, Affiliates and predecessors, successors and assigns of any of them (collectively, the “Released Persons”) from any and all actions, causes of action, suits, debts, accounts, bonds, bills, covenants, contracts, controversies, obligations, claims, counterclaims, debts, demands, damages, costs, expenses, compensation or liabilities of every kind and any nature whatsoever, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, direct or derivative on behalf of any Person, and whether arising under any agreement or understanding or otherwise at Law or equity (“Released Claims”), which such Releasing Persons, or any of them, had, has, or may have had arising from, connected or related to, or caused by any event, occurrence, cause or thing, of any type whatsoever, or otherwise, arising or existing, or occurring, in whole or in part, at any time in the past until and including the Closing against any of the Released Persons with respect to any Group Company, including any Releasing Person’s investment in securities in any Group Company or arising out of, relating to or in connection with such Offshore Selling Shareholder’s investment in securities in any Group Company, the Existing Articles and/or the Existing Shareholders Agreement (the “Release”); provided, that the Parties acknowledge and agree that this Section 6.9 does not apply to and shall not constitute a release of any rights or obligations to the extent arising under (i) this Agreement, any other Transaction Document or any certificate or other instrument delivered by or on behalf of any Party pursuant to this Agreement, and/or (ii) any Contract entered into by and among the Seller and/or its subsidiaries (other than any Group Companies), on one hand, and any Group Company, on the other hand, prior to the Closing. The Release shall be effective as a full, final and irrevocable accord and satisfaction and release of all of the Released Claims. (b) Effective as of and contingent on upon the Closing, each of the Seller Offshore Selling Shareholders and the Onshore Selling Shareholders hereby irrevocably and unconditionally covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Released Person, based upon the Release or to seek to recover any amounts in connection therewith or thereunder from and after the Closing. Any Released Person may plead this Release as a complete bar to any Released Claims brought in derogation of this covenant not to suexxx. (c) The Seller agrees Each of the Offshore Selling Shareholders and Onshore Selling Shareholders agree that if it violates any provision of this Section 6.96.10, it such Offshore Selling Shareholder or Onshore Selling Shareholder will pay the costs and expenses of defending against any related or resulting Legal Proceedings incurred by the Released Persons, including attorney’s fees, if determined by a final and legally binding judgment issued by a competent court.

Release and Discharge. (a) Effective as of and contingent on upon the Closing, to the fullest extent permitted by applicable Law, each of the SellerSellers, General Partner and Partnership, on behalf of itself and on behalf of its stockholders, shareholders or members, as applicable, assigns and beneficiaries and, to the extent acting in a representative capacity, its creditors, directors, officers, managers, employees, investors, Affiliates, representatives (including any investment banking, legal or accounting firm retained)beneficiaries, successors and assigns of any of them (collectively, the “Releasing Persons”), hereby knowingly, voluntarily, unconditionally and irrevocably waives, fully and finally releases, acquits and forever discharges each Group Company and its stockholders, shareholders or members, as applicable, assigns and beneficiaries, creditors, directors, officers, managers, employees, investors, Affiliates, representatives (including any investment banking, legal or accounting firm retained by any of them), successors and assigns of any of them, Affiliates and predecessors, successors and assigns of any of them (collectively, the “Released Persons”) from any and all actions, causes of action, suits, debts, accounts, bonds, bills, covenants, contracts, controversies, obligations, claims, counterclaims, debts, demands, damages, costs, expenses, compensation or liabilities of every kind and any nature whatsoever, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, direct or derivative on behalf of any Person, and whether arising under any agreement or understanding or otherwise at Law or equity (“Released Claims”), which such Releasing Persons, or any of them, had, has, or may have had arising from, connected or related to, or caused by any event, occurrence, cause or thing, of any type whatsoever, or otherwise, arising or existing, or occurring, in whole or in part, at any time in the past until and including the Closing against any of the Released Persons with respect to any Group Company, including any Releasing Person’s investment in securities in any Group Company or arising out of, relating to or in connection with the Existing Articles such Seller , General Partner or Partnership’s direct or indirect ownership of equity interests in any Group Company (the “Seller Release”); provided, that the Parties acknowledge and agree that this Section 6.9 does not apply to and shall not constitute a release of any rights or obligations to the extent arising under (i) this Agreement, any other Transaction Document or any certificate or other instrument delivered by or on behalf of any Party pursuant to this Agreement, and/or (ii) any Contract entered into by and among the Seller and/or its subsidiaries (other than any Group Companies), on one hand, and any Group Company, on the other hand, prior to the Closing. The Seller Release shall be effective as a full, final and irrevocable accord and satisfaction and release of all of the Released Claims. (b) Effective as Each of the Sellers, General Partner and contingent on the Closing, the Seller hereby irrevocably and unconditionally covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Released Person, based upon the Release or to seek to recover any amounts in connection therewith or thereunder from and after the Closing. Any Released Person may plead this Release as a complete bar to any Released Claims brought in derogation of this covenant not to sue. (c) The Seller Partnership agrees that if it violates is finally adjudicated to have violated any provision of this Section 6.97.16, it such Seller, General Partner or Partnership (as the case may be) will pay the costs and expenses of defending against any related or resulting Legal Proceedings incurred by the Released Persons, including reasonable attorney’s fees.