Common use of Release by Sellers Clause in Contracts

Release by Sellers. (a) Except as hereinafter provided, each Seller, on such Seller’s own behalf and on behalf of its respective parents, subsidiaries, affiliates, officers, directors, agents, employees and its or their respective successors and assigns (collectively with such Seller, the “Releasors”), effective on the Closing Date, irrevocably and unconditionally releases, waives and forever discharges the Buyer and the Parent and each of the Company, the Operating Subsidiary, the other Group Companies, and their respective officers, directors, partners, predecessors, affiliates, agents and employees and their respective successors or assigns (collectively, the “Releasees”), from any and all actions, causes of action, suits, debts, covenants, contracts, claims, demands, damages, losses, costs, expenses, penalties, rights, remedies and liabilities or proceedings of any nature of whatsoever kind or nature, in law or equity, past or present, known or unknown, that they have ever had from the beginning of time, now have, or hereafter can, will or may have or in the future may assert, whether known or unknown, fixed or contingent (collectively, “Claims”) against any Releasee, but only to the extent arising from any act, omission, event or transaction occurring on or prior to the Closing, including the ownership of the Shares by such Seller (collectively, the “Released Claims”). For the avoidance of doubt, this Section 6.15 does not release the Releasees with respect to claims arising out of, based on or resulting from (i) this Agreement or (ii) if a Seller is an employee of the Company, any Claims for salary or wages due to such Seller solely in such employee capacity or (iii) if a Seller is now or has been at any time prior to the Closing Date an officer or director of any of the Group Companies, or who, while a director or officer of any of the Group Companies, is or was serving at a Group Company’s request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity, as to claims of indemnification, advancement of expenses or exculpations to the extent such indemnification, advancement or exculpation is required under arrangements identified in Section 6.6(a).

Release by Sellers. Each Seller’s share of the Consideration represents the only consideration to be received by such Seller in exchange for the Danube Shares owned by such Seller (a) Except other than with respect to the Trust Buyback Agreement). In exchange for such consideration and as hereinafter provideda condition and inducement to Danube’s and Amazon’s willingness to enter into this Agreement, each Seller, on such Seller’s own behalf for itself and on behalf of its respective parentsheirs, subsidiarieslegal representatives, affiliates, officers, directors, agents, employees and its or their respective successors and assigns (collectively with such Sellercollectively, the “ReleasorsSeller Relevant Persons”), effective on as of the Closing DateClosing, irrevocably hereby irrevocably, unconditionally and unconditionally forever acquits, releases, waives and forever discharges the Buyer Amazon, Danube and the Parent their respective Subsidiaries, and each of the Company, the Operating Subsidiary, the other Group Companies, and their respective officers, directors, partnersemployees, predecessorsagents, affiliatesdivisions, agents affiliated corporations, Subsidiaries, Affiliates, managers, affiliated non-corporation entities, representatives, successors, predecessors and employees and their respective successors or assigns (individually and collectively, the “ReleaseesAmazon Released Parties”), ) of and from any and all actionspast, causes of action, suits, present and future debts, covenantsaccounts, contractsreckonings, claimsbills, demandssums of money, damagesbonds, losses, costs, expenses, penaltiesProceedings, rightscontributions, remedies and liabilities attorneys’ fees, damages, punitive damages, controversies, covenants, Contracts, promises, Liabilities, potential claims, counterclaims or proceedings of any nature of whatsoever kind or naturecross claims, in at law or in equity, past asserted or presentunasserted, express or implied, known or unknown, matured or unmatured, contingent or vested, liquidated or unliquidated, of any kind or nature or description whatsoever, that they have ever had from any of the beginning of timeSeller Relevant Persons had, now have, or hereafter can, will presently has or may hereafter have or in the future may assert, whether known claim or unknown, fixed or contingent (collectively, “Claims”) assert to have against any Releasee, but only to of the extent arising from Amazon Released Parties by reason of any act, omission, event transaction, occurrence, conduct, circumstance, condition, harm, matter, cause or transaction occurring on thing that has occurred or prior existed at any time from the beginning of time up to and including the Closing, that in any way arise from or out of, are based upon or relate to (a) such Seller Relevant Person’s or Seller Relevant Persons’, as applicable, ownership or purported ownership of Danube Shares or other securities of Danube or Danube Subsidiaries, (b) the negotiation or execution of this Agreement, such Seller’s Shareholder Agreement, the Registration Rights Agreement, the Contribution-in-Kind Agreement or any of the other documents referenced herein or the consummation of any of the Transactions, including the ownership of the Shares by Acquisition, except for such Seller Relevant Person’s or Seller Relevant Persons’, as applicable, rights under this Agreement and each agreement attached as an exhibit thereto or entered into in connection therewith or (c) any Interested Party Transactions (other than a Surviving Interested Party Transaction) (collectively, after taking into account applicable exceptions, the “Released Seller Claims”). For the avoidance of doubt; provided, however, that nothing in this Section 6.15 does not 7.21 shall constitute a release the Releasees or waiver of (i) with respect to claims arising out ofeach Seller Relevant Person who is an employee of Danube or any of its Subsidiaries as of the date hereof, based on any rights of such Seller Relevant Person to receive payment of any unpaid accrued payroll, accrued bonuses, severance benefits, vacation or resulting from (i) this Agreement similar benefits or (ii) if a Seller any claims or losses relating to fraud by the Amazon Released Parties. This release is an employee of intended to be complete, global and all-encompassing and specifically includes claims that are known, unknown, fixed, contingent or conditional with respect to the Company, any Claims for salary or wages due matters described herein. With respect to such Seller solely in such employee capacity Claims, each Seller hereby expressly waives any and all rights conferred upon it by any statute or (iii) if rule of law that provides that a Seller is now or has been at any time prior to the Closing Date an officer or director of any of the Group Companies, or who, while a director or officer of any of the Group Companies, is or was serving at a Group Company’s request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity, as release does not extend to claims that the claimant does not know or suspect to exist in its favor at the time of indemnificationexecuting the release, advancement which if known by it must have materially affected its settlement with the Amazon Released Party, including the following provisions of expenses or exculpations California Civil Code Section 1542 to the extent applicable to such indemnificationSeller: “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, advancement or exculpation is required under arrangements identified in Section 6.6(a)IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Release by Sellers. (a) Except Effective as hereinafter providedof the Closing, each Sellerin consideration of the mutual covenants and agreements contained herein, on such Seller’s own behalf and on behalf of its respective parents, subsidiaries, affiliates, officers, directors, agents, employees and its or their respective successors and assigns (collectively with such Sellerincluding the consideration to be received by the Sellers, the “Releasors”), effective on the Closing Date, Sellers hereby irrevocably and unconditionally releases, waives release and forever discharges discharge the Buyer Company and the Parent and each of the Company, the Operating Subsidiary, the other Group CompaniesBuyer, and their respective Affiliates, officers, managers, directors, partnersmembers, predecessorspartners (general or limited), affiliatesagents, agents and employees employees, and their respective successors or assigns the successors, heirs, assigns, executors and administrators to the foregoing (collectively, the “ReleaseesReleased Parties”), of and from any and all manner or causes of action and actions, causes of actionclaims, suits, rights, debts, sums of money, covenants, contracts, claims, demands, damages, losses, costs, expenses, penalties, rights, remedies damages and liabilities or proceedings of any nature of whatsoever kind or naturejudgments whatsoever, in law or in equity, past or present, known or unknown, that they have which the Sellers ever had from the beginning of timehad, now have or which the Sellers can, shall or may have, or hereafter can, will or may have or in against the future may assertReleased Parties, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent (collectivelycontingent, “Claims”) against for, upon or by reason of any Releaseematter relating to any Company or its Affiliates, but only to the extent and arising from at any act, omission, event or transaction occurring time on or prior to the ClosingClosing Date, whether in the Sellers’s capacity as an equityholder, director, manager, officer, employee, holder of Indebtedness or otherwise, and the Released Parties shall not have liability with respect thereto; provided, however, that such release shall not will not apply to (a) obligations owing to the Sellers arising pursuant to any of the Transaction Documents, (b) any causes of action and actions, claims, suits, rights, debts, sums of money, covenants, contracts, damages and/or judgments which may not be released under applicable Law, (c) any causes of action and actions, claims, suits, rights, debts, sums of money, covenants, contracts, damages and judgments to the extent based on events occurring after the Closing Date, (d) any rights to receive benefits or vested amounts under or to participate in any Company’s employee benefit plans and/or pension plans or programs, or (e) any claims to indemnification (whether provided by contract, by Law, or pursuant to any Company’s Organizational Documents) or insurance coverage, including the ownership of the Shares by such but not limited to so-called “D&O coverage”, that any Seller (collectively, the “Released Claims”). For the avoidance of doubt, this Section 6.15 does not release the Releasees may have with respect to any claims arising out of, based on made or resulting from (i) this Agreement or (ii) if a Seller is an employee of the Company, any Claims for salary or wages due to threatened against such Seller solely in such employee his capacity or (iii) if a Seller is now or has been at any time prior to the Closing Date an officer or director of any of the Group Companies, or who, while a director or officer of any of the Group Companies, is or was serving at a Group Company’s request as a director, officermanager, partner, trustee, employee, officer or agent employee of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity, as to claims of indemnification, advancement of expenses or exculpations to the extent such indemnification, advancement or exculpation is required under arrangements identified in Section 6.6(a)any Company.

Release by Sellers. (aA) Except as hereinafter providedIn exchange for, each Sellerand in consideration of, on such Seller’s own behalf the benefits, and on behalf of its respective parentsother commitments set forth in this Agreement, subsidiaries, affiliates, officers, directors, agents, employees the Sellers and its or their respective successors heirs, executors, administrators, and assigns (collectively with such Sellereach, a “Releasor” and collectively, the “Releasors”), effective on the Closing Date, irrevocably and unconditionally hereby fully releases, waives acquits, and forever discharges the Buyer and the Parent Corporation and each of the Companyits predecessors, the Operating Subsidiarysuccessors and assigns, the other Group Companiesparent corporations, subsidiary corporations, affiliated corporations, and their respective the officers, directors, shareholders, partners, predecessorsemployees, affiliatesattorneys and agents, agents past and employees and their respective successors or assigns present, of each of the aforesaid entities (collectively, the “Corporation Releasees”), ) of and from any and all actionsclaims, liabilities, causes of action, suits, debts, covenants, contracts, claims, demands, damages, losses, costs, attorneys’ fees, expenses, penaltiesand compensation whatsoever, rights, remedies and liabilities or proceedings of any nature of whatsoever whatever kind or nature, in law law, equity or equity, past or present, known or unknown, that they have ever had from the beginning of time, now have, or hereafter can, will or may have or in the future may assertotherwise, whether known or unknown, fixed vested or contingent contingent, suspected or unsuspected, that Releasors may now have, have ever had, or hereafter may have, however, only for any matters that arose prior to the Effective Date of this Agreement (collectively, the “Claims”) against any Releasee), including, but only not limited to all state or local statutes, ordinances, or regulations, as well as all claims arising under federal, state, or local law involving any tort, employment contract (express or implied), any other contract that governed the relationship between the Parties at any time (including, but not limited to, the Founders Agreement), public policy, wrongful discharge, or any other claim. To the extent arising from that any act, omission, event or transaction occurring on or prior to the Closing, including the ownership of the Shares by such Seller (collectively, the “Released Claims”). For the avoidance of doubt, this Section 6.15 does not release the Releasees with respect to claims arising out of Sellers’ employment was not released through the Mutual Termination and Release Agreement dated August 1, 2020, which is incorporated herein by reference, Sellers acknowledge, confirm and agree that all such claims are released herein. Without limitation of the above, RSmith and CMiller do hereby specifically release the Corporation Releasees and waive all rights as against the Corporate Releasees, from and against any and all obligation to indemnify and/or pay to or on behalf of, based on RSmith and CMiller, any past, present or resulting from (i) this Agreement future amounts, costs and expenses, including legal fees, to which they may otherwise be entitled, if at all, under the Nevada Revised Statutes, otherwise under applicable governing laws, or (ii) if a Seller is an employee otherwise under the governing instruments of the CompanyCorporation, arising from or relating to any Claims for salary period of time during which RSmith and/or CMiller was as an officer, director or wages due to such Seller solely in such employee capacity direct or (iii) if a Seller is now or has been at any time prior to the Closing Date an officer or director of any indirect shareholder of the Group Companies, or who, while a director or officer of any of the Group Companies, is or was serving at a Group Company’s request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity, as to claims of indemnification, advancement of expenses or exculpations to the extent such indemnification, advancement or exculpation is required under arrangements identified in Section 6.6(a)Corporation.

Release by Sellers. (a) Except Subject to payment of the Closing Payment in accordance with Section 4, effective as hereinafter providedof the Closing, each Sellerof the Sellers, on behalf of such Seller and any of such Seller’s own behalf and on behalf of its respective parents, subsidiaries, affiliates, officers, directors, agents, employees and its or their respective attorneys, advisors, representatives, successors and assigns (collectively with such Sellereach, a “Seller Releasing Party”, and, collectively, the “ReleasorsSeller Releasing Parties”), effective on the Closing Date, hereby irrevocably and unconditionally forever releases, waives and forever discharges each of the Buyer Holdings, Entravision and the Parent their Affiliates and each of the Company, the Operating Subsidiary, the other Group Companies, and their respective past, present and future directors, officers, directorsmanagers, employees, members, partners, predecessorssecurities holders, affiliatesagents, agents attorneys, advisors, representatives, successors and employees and their respective successors or assigns (each, an “Entravision Released Party”, and, collectively, the “ReleaseesEntravision Released Parties”), ) of and from any and all debts, losses, costs, bonds, actions, causes of action, suitsliabilities, debtstaxes, covenantscontributions, contractsattorneys’ fees, interest, damages, punitive damages, expenses, claims, potential claims, counterclaims, cross-claims and demands, damages, losses, costs, expenses, penalties, rights, remedies and liabilities or proceedings of any nature of whatsoever kind or nature, in law or in equity, past asserted or presentunasserted, express or implied, known or unknown, that they have ever had from the beginning matured or unmatured, contingent or vested, liquidated or unliquidated, of timeany kind or nature or description whatsoever, now haveany Seller Releasing Party had, or hereafter can, will presently has or may hereafter have or in the future may assert, whether known claim or unknown, fixed or contingent (collectively, “Claims”) assert to have against any Releasee, but only of the Entravision Released Parties including any and all matters arising out of or related to the extent arising from any act, omission, event Purchase Agreement or transaction occurring on or prior to the Closing, including the ownership of the Shares by such Seller Earn-Out Agreement (collectively, the “Seller Released Claims”). For Each of the avoidance Sellers, on behalf of doubthimself and the other Seller Releasing Parties, this Section 6.15 does hereby represents to the Entravision Released Parties that such Seller Releasing Party: (i) has not assigned any Seller Released Claims, (ii) fully intends to release all Sellers Released Claims against the Releasees Entravision Released Parties, and (iii) has consulted with counsel with respect to claims arising out of, based on or resulting from (i) the execution and delivery of this Agreement or (ii) if a Seller is an employee general release and has been fully apprised of the Companyconsequences hereof. Furthermore, each Seller Releasing Party agrees not to, and will cause its Affiliates not to, institute any Claims for salary or wages due action against any Entravision Released Party with respect to any Seller Released Claim. Each Seller Releasing Party hereto acknowledges, on behalf of itself and its Affiliates, that it has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Each Seller Releasing Party is aware of said code section and agrees to expressly waive any rights such Seller solely in such employee capacity or (iii) if a Seller is now or has been at any time prior to the Closing Date an officer or director of Releasing Party and/or any of the Group Companies, or who, while a director or officer of any of the Group Companies, is or was serving at a Group Company’s request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entityits Affiliates may have thereunder, as to claims well as under any other statute or common law principles of indemnification, advancement of expenses or exculpations to the extent such indemnification, advancement or exculpation is required under arrangements identified in Section 6.6(a)similar effect.

Release by Sellers. (a) Except as hereinafter provided, each Seller, on such Seller’s own behalf and on behalf of its respective parents, subsidiaries, affiliates, officers, directors, agents, employees and its or their respective successors and assigns (collectively with such Seller, the “Releasors”), effective on On the Closing Date, irrevocably each Seller (each a "Seller Releasor"), on behalf of such Seller and unconditionally such Seller's respective beneficiaries, heirs, successors and assigns irrevocably, absolutely and fully releases, remises, relieves, relinquishes, waives and forever discharges the Buyer and the Parent Company Group, and each of the Company, the Operating Subsidiary, the other Group Companies, and their respective its officers, directors, partnersemployees, predecessorsagents, affiliatesAffiliates, agents direct and employees indirect equity holders, lenders, representatives, successors and their respective successors or assigns (collectively, the “Releasees”"Buyer Released Parties"), from any and all actionsClaims, causes of action, suits, debts, covenants, contracts, claims, demandscounterclaims, damages, losses, payments, obligations, debts, accountings, Liens, costs and expenses (including attorneys' fees and costs, expenses, penalties, rights, remedies and liabilities or proceedings ) of any nature of whatsoever kind or nature, in law fixed or equitycontingent, past direct or presentindirect, several or otherwise, known or unknown, suspected or unsuspected, cxxxxx or inchoate, claimed or unclaimed, in Law or in equity, whether arising from, in or out of tort, statute (whether state, federal or local) or Contract or any other common law, administrative or similar cause of action, right or remedy (collectively, the "Released Claims"), that they such Seller Releasor may have ever had against any of the Buyer Released Parties from the beginning of timetime until the Closing Date, now haveother than the Retained Claims (as hereinafter defined), rights under this Agreement and any ancillary agreements. "Retained Claims" means any Claims of a Seller Releasor for: (a) any amounts due under or hereafter canwith respect to any benefit plan; (b) Claims of the Seller Releasor for any salary, will bonus or may have or in the future may assert, whether known or unknown, fixed or contingent (collectively, “Claims”) against any Releasee, but only to the extent arising from any act, omission, event or transaction occurring on or other fringe benefits earned prior to the Closing, including the ownership reimbursement of any business expenses incurred by the Shares by such Seller (collectively, the “Released Claims”). For the avoidance of doubt, this Section 6.15 does not release the Releasees with respect to claims arising out of, based on or resulting from (i) this Agreement or (ii) if a Seller is an employee of the Company, any Claims for salary or wages due to such Seller solely in such employee capacity or (iii) if a Seller is now or has been at any time Releasor prior to the Closing Date an officer for which the Seller Releasor is entitled to reimbursement under the policies of the Company Group in effect immediately prior to the Closing; (c) indemnification or director advancement of expenses arising under applicable Law or the Charter and the Bylaws of any member of the Group CompaniesCompany Group; (d) indemnity obligations, if any, under Article VIII; (e) rights, Claims and actions arising out of or under any insurance policies or this Agreement, the Employment Agreements; (f) claims that cannot be released as a matter of Law, and (g) claims arising in the Ordinary Course of Business under the Contracts set forth in Schedule 6.6. Such Seller Releasor, on behalf of such Seller Releasor's respective heirs, successors and assigns, specifically waives the benefits of any statutory or common law of any state, which in effect provides that a general release does not extend to Released Claims which the creditor does not know or suspect to exist in his, her or its favor. It is expressly understood and agreed that the releases contained in this Section 7.14 are intended to cover and do cover all known facts and/or Seller Released Claims, as well as any further facts and/or Seller Released Claims within the scope of such Released Claims not known or anticipated, but which may later develop or be discovered, including all the effects and consequences thereof. Such Seller Releasor, on behalf of such Seller Releasor's respective successors and assigns, acknowledges that he, she or it may hereafter discover facts in addition to, or whodifferent from, while a director those which he, she or officer it now believes to be true with respect to the subject matter of the Seller Released Claims released in this Agreement, but agree that they have taken that possibility into account in reaching this Agreement, and that the releases given in this Agreement will be and remain in effect notwithstanding the discovery or existence of any of the Group Companies, is such additional or was serving at a Group Company’s request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entitydifferent facts, as to which such Seller Releasor expressly assumes the risk. Each Seller Releasor acknowledges that the Laws of many states provide substantially the following: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." Each Seller Releasor acknowledges that such provisions are designed to protect a Party from waiving claims which it does not know exist or may exist. Nonetheless, each Seller Releasor agrees that, effective as of indemnificationthe Closing Date, advancement of expenses or exculpations such Seller Releasor shall be deemed to the extent waive any such indemnification, advancement or exculpation is required under arrangements identified in Section 6.6(a)provision.

Release by Sellers. (a) Except Effective as hereinafter provided, each Seller, on such of the Closing Date and subject to the Seller’s own behalf receipt of the Closing Date Consideration Shares and on behalf of its the Closing Date Consideration Shares, the Sellers hereby release and forever discharge the Company and the Subsidiaries and the Company’s and the Subsidiaries’ respective parentsindividual, joint or mutual, past, present and future representatives, affiliates, principals, officers, employees, insurers, subrogors, subrogees, licensees, predecessors, members, directors, managers, stockholders, limited partners, general partners, controlling persons, subsidiaries, affiliates, officers, directors, agents, employees and its or their respective successors and assigns (collectively with such Seller, the individually a “Releasors”), effective on the Closing Date, irrevocably Releasee” and unconditionally releases, waives and forever discharges the Buyer and the Parent and each of the Company, the Operating Subsidiary, the other Group Companies, and their respective officers, directors, partners, predecessors, affiliates, agents and employees and their respective successors or assigns (collectively, the “Releasees”), ) from any and all actionsclaims, demands, proceedings, causes of action, suitsorders, debts, covenantsobligations, contracts, claimsagreements, demands, damages, losses, costs, expenses, penalties, rights, remedies debts and liabilities or proceedings of any nature of whatsoever kind or nature, in law or equity, past or present, known or unknown, that they have ever had from the beginning of time, now have, or hereafter can, will or may have or in the future may assertwhatsoever, whether known or unknown, fixed suspected or contingent (collectivelyunsuspected, “Claims”) foreseeable and unforeseeable, liquidated and unliquidated, insured and uninsured, both at law and in equity, which the Seller now has, has ever had or may hereafter have against any Releasee, but only to the extent respective Releasees arising from any act, omission, event contemporaneously with or transaction occurring on or prior to the Closing, including the ownership of the Shares by such Seller (collectively, the “Released Claims”). For the avoidance of doubt, this Section 6.15 does not release the Releasees with respect to claims arising out of, based on or resulting from (i) this Agreement or (ii) if a Seller is an employee of the Company, any Claims for salary or wages due to such Seller solely in such employee capacity or (iii) if a Seller is now or has been at any time prior to the Closing Date an officer or director on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date (“Sellers Claims”); provided, however, that nothing contained herein shall operate to release any obligation of the Group CompaniesCompany and the Subsidiary arising under this Agreement or the Employment Agreement, or who, while a director or officer of any dated as of the Group CompaniesClosing Date, is or was serving at a Group Company’s request as a directorbetween the Company and the Sellers, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity, as to claims of indemnification, advancement of expenses or exculpations to and the extent such indemnification, advancement or exculpation is required under arrangements identified in Section 6.6(a)transactions contemplated hereby and thereby.

Release by Sellers. (a) Except Subject to payment of the Closing Payment in accordance with Section 4, effective as hereinafter providedof the Closing, each Sellerof the Sellers, on behalf of such Seller and any of such Seller’s own behalf and on behalf of its respective parents, subsidiaries, affiliates, officers, directors, agents, employees and its or their respective attorneys, advisors, representatives, successors and assigns (collectively with such Sellereach, a “Seller Releasing Party”, and, collectively, the “ReleasorsSeller Releasing Parties”), effective on the Closing Date, hereby irrevocably and unconditionally forever releases, waives and forever discharges the Buyer IMS and the Parent its Affiliates and each of the Company, the Operating Subsidiary, the other Group Companies, and their respective past, present and future directors, officers, directorsmanagers, employees, members, partners, predecessorssecurities holders, affiliatesagents, agents attorneys, advisors, representatives, successors and employees and their respective successors or assigns (each, an “IMS Released Party”, and, collectively, the “ReleaseesIMS Released Parties”), ) of and from any and all debts, losses, costs, bonds, actions, causes of action, suitsliabilities, debtstaxes, covenantscontributions, contractsattorneys’ fees, interest, damages, punitive damages, expenses, claims, potential claims, counterclaims, cross-claims and demands, damages, losses, costs, expenses, penalties, rights, remedies and liabilities or proceedings of any nature of whatsoever kind or nature, in law or in equity, past asserted or presentunasserted, express or implied, known or unknown, that they have ever had from the beginning matured or unmatured, contingent or vested, liquidated or unliquidated, of timeany kind or nature or description whatsoever, now haveany Seller Releasing Party had, or hereafter can, will presently has or may hereafter have or claim or assert to have against any of the IMS Released Parties arising out of or related to the Purchase Agreement or the Earn-Out Agreement, other than those rights and obligations as included in the future may assert, whether known or unknown, fixed or contingent Sellers IMS Agreement (collectively, “Claims”) against any Releasee, but only to the extent arising from any act, omission, event or transaction occurring on or prior to the Closing, including the ownership of the Shares by such Seller (collectively, the “Seller IMS Released Claims”). For Each of the avoidance Sellers, on behalf of doubthimself and the other Seller Releasing Parties, this Section 6.15 does hereby represents to the IMS Released Parties that such Seller Releasing Party: (i) has not assigned any Seller IMS Released Claims, (ii) fully intends to release all Sellers IMS Released Claims against the Releasees Entravision Released Parties, and (iii) has consulted with counsel with respect to claims arising out of, based on or resulting from (i) the execution and delivery of this Agreement or (ii) if a Seller is an employee general release and has been fully apprised of the Companyconsequences hereof. Furthermore, each Seller Releasing Party agrees not to, and will cause its Affiliates not to, institute any Claims for salary or wages due action against any IMS Released Party with respect to any Seller IMS Released Claim. Each Seller Releasing Party hereto acknowledges, on behalf of itself and its Affiliates, that it has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Each Seller Releasing Party is aware of said code section and agrees to expressly waive any rights such Seller solely in such employee capacity or (iii) if a Seller is now or has been at any time prior to the Closing Date an officer or director of Releasing Party and/or any of the Group Companies, or who, while a director or officer of any of the Group Companies, is or was serving at a Group Company’s request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entityits Affiliates may have thereunder, as to claims well as under any other statute or common law principles of indemnification, advancement of expenses or exculpations to the extent such indemnification, advancement or exculpation is required under arrangements identified in Section 6.6(a)similar effect.

Release by Sellers. (a) Except as hereinafter provided, each Each Seller, on behalf of itself and its affiliates, and effective only upon such Seller’s own behalf receipt of the entire Purchase Price, hereby releases (and on behalf covenants not to sue) the Company and, subject to the last sentence of this Section 6.a, each of its respective parentsaffiliates, subsidiaries, affiliatescurrent and former shareholders and, in their capacities as such, directors1, alternate directors, officers, directorsmembers, agents, employees employees, attorneys, consultants and its or their respective successors and assigns professional advisors (collectively with such Sellerpersons, the “Releasors”), effective on the Closing Date, irrevocably and unconditionally releases, waives and forever discharges the Buyer and the Parent and each of the Company, the Operating Subsidiary, the other Group Companies, and their respective officers, directors, partners, predecessors, affiliates, agents and employees and their respective successors or assigns (collectively, the “ReleaseesCompany Released Parties”), ) from any and all demands, actions, causes of action, suits, debtscounterclaims, covenantsset-offs, contractsdefences, controversies, acts and omissions, liabilities and other claims, demands, damages, losses, costs, expenses, penalties, rights, remedies and liabilities or proceedings of any nature of whatsoever kind or nature, both in law or and in equity, past or present, known or unknown, that they suspected or unsuspected, which such Seller or any of its affiliates have or ever had from against the beginning Company Released Parties arising out of timeor relating to any period up to and including the Effective Date, now have, or hereafter can, will or may have or in the future may assert, whether known or unknown, fixed or contingent (collectively, “Claims”) against any Releasee, but only each case solely to the extent arising from any act, omission, event out of or transaction occurring on or prior related to the ClosingCompany or such Seller’s interest in the Preference Shares (including breaches under, including but not obligations arising after the ownership closing under, that certain Preferred Stock Purchase Agreement, dated as of the Shares by such Seller October 4, 2005, as amended on April 29, 2016 and January 1, 2019 (collectively, the “Released ClaimsPurchase Agreement”). For , by and among the avoidance Company, TRG Pakistan Limited and the other parties signatory thereto or otherwise arising out of doubtor relating to any agreements ancillary to the Purchase Agreement or the Preference Shares); provided, that, nothing in this Section 6.15 does not 6.a shall be interpreted to release the Releasees with respect to claims arising out of, based on or resulting from (i) any claims (or create a covenant not to sue on) arising out of this Agreement letter agreement applicable to such Seller or any Company Released Party’s obligation to comply therewith or (ii) if any claims or rights to indemnification, exculpation or payment and/or reimbursement of expenses to which any Seller Released Party may be entitled to as a Seller is an employee result of serving or having served on the Board of Directors of the Company, any Claims for salary TRG Pakistan Ltd., or wages due IBEX. Each Seller (x) understands that such Seller is releasing potential claims which are unknown to such Seller solely in as of the date hereof, (y) hereby expressly waives all rights such employee capacity or Seller may have under law that is intended to protect such Seller from waiving unknown claims and (iiiz) if a Seller is now or has been at any time prior understands the significance of doing so. Notwithstanding anything to the Closing Date an officer or director of contrary herein, neither Mxxxxxxx Xxxxxxxx Xxxx Xxxxxxx nor any of the Group Companieshis affiliates (other than TRG Pakistan, Ltd. and its subsidiaries) shall be Company Released Parties and no claims against Mxxxxxxx Xxxxxxxx Xxxx Xxxxxxx or who, while a director or officer of any of the Group Companieshis affiliates (other than TRG Pakistan, is or was serving at a Group Company’s request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity, as to claims of indemnification, advancement of expenses or exculpations to the extent such indemnification, advancement or exculpation is required under arrangements identified in Section 6.6(a)Ltd. and its subsidiaries) are being released hereunder.