Common use of Release by Sellers Clause in Contracts

Release by Sellers. (a) Each Seller hereby unconditionally and irrevocably releases and forever discharges the Company and each of its Representatives (collectively, the “Company Releasees”) from any and all claims, counterclaims, setoffs, demands, Actions, orders, obligations, contracts, agreements, debts, damages, expenses, losses and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity (collectively, “Seller Claims”), which such Seller now has, has ever had, or may hereafter have against the Company Releasees arising contemporaneously with or prior to the Closing or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing, whether or not relating to Seller Claims pending on, or asserted after, the Closing (collectively, the “Seller Released Claims”); provided, however, that nothing contained in this Release will operate to release any obligation of the Company set forth in (i) the Purchase Agreement or any agreement or instrument being executed and delivered pursuant to the Purchase Agreement or (ii) the Employment Agreement dated July 15, 2008, as amended, between Xxxxxx and the Company (the “Employment Agreement”) or the Separation Agreement dated August 19, 2010 between Xxxxxx and the Company (the “Separation Agreement”). (b) Each Seller represents and warrants to each Company Releasee that such Seller has not transferred, assigned, or otherwise disposed of any part of or interest in any Seller Released Claim. (c) Each Seller hereby irrevocably covenants not to, directly or indirectly, assert any claim or demand, or commence, institute, or voluntarily aid in any way, or cause to be commenced or instituted, any Action of any kind against any Company Releasee based upon any Seller Released Claim. (d) Without in any way limiting any rights and remedies otherwise available to any Company Releasee, each Seller, jointly and severally with the other Seller, shall indemnify and hold harmless each Company Releasee from and against and shall pay to each Company Releasee the amount of, or reimburse each Company Releasee for, all loss, liability, claim, damage (including incidental and consequential damages), or expense (including reasonable costs of investigation and defense and reasonable attorneys’ and reasonable accountants’ fees), whether or not involving third-party claims, arising directly or indirectly from or in connection with (a) the assertion by or on behalf of any Seller of any Seller Released Claim, and (b) the assertion by any third party of any claim or demand against any Company Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of any Seller against such third party of any Seller Released Claim.

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) Each Seller hereby unconditionally other than with respect to the Trust Buyback Agreement). In exchange for such consideration and irrevocably releases as a condition and forever discharges the Company inducement to Danube’s and Amazon’s willingness to enter into this Agreement, each Seller, for itself and on behalf of its Representatives (collectivelyheirs, the “Company Releasees”) from any legal representatives, successors and all claims, counterclaims, setoffs, demands, Actions, orders, obligations, contracts, agreements, debts, damages, expenses, losses and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity (collectively, “Seller Claims”), which such Seller now has, has ever had, or may hereafter have against the Company Releasees arising contemporaneously with or prior to the Closing or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing, whether or not relating to Seller Claims pending on, or asserted after, the Closing assigns (collectively, the “Seller Relevant Persons”), effective as of the Closing, hereby irrevocably, unconditionally and forever acquits, releases, waives and discharges Amazon, Danube and their respective Subsidiaries, and each of their respective officers, directors, employees, agents, divisions, affiliated corporations, Subsidiaries, Affiliates, managers, affiliated non-corporation entities, representatives, successors, predecessors and assigns (individually and collectively, the “Amazon Released Parties”) of and from any and all past, present and future debts, accounts, reckonings, bills, sums of money, bonds, losses, costs, expenses, Proceedings, contributions, attorneys’ fees, damages, punitive damages, controversies, covenants, Contracts, promises, Liabilities, potential claims, counterclaims or cross claims, at law or in equity, asserted or unasserted, express or implied, known or unknown, matured or unmatured, contingent or vested, liquidated or unliquidated, of any kind or nature or description whatsoever, that any of the Seller Relevant Persons had, presently has or may hereafter have or claim or assert to have against any of the Amazon Released Parties by reason of any act, omission, transaction, occurrence, conduct, circumstance, condition, harm, matter, cause or thing that has occurred or 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 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 “Seller Claims”); provided, however, that nothing contained in this Release will operate to Section 7.21 shall constitute a release any obligation or waiver of the Company set forth in (i) the Purchase Agreement with respect to each Seller Relevant Person who is an employee of Danube or any agreement of its Subsidiaries as of the date hereof, any rights of such Seller Relevant Person to receive payment of any unpaid accrued payroll, accrued bonuses, severance benefits, vacation or instrument being executed and delivered pursuant to the Purchase Agreement similar benefits or (ii) any claims or losses relating to fraud by the Employment Agreement dated July 15Amazon Released Parties. This release is intended to be complete, 2008global and all-encompassing and specifically includes claims that are known, as amendedunknown, between Xxxxxx and fixed, contingent or conditional with respect to the Company (the “Employment Agreement”) or the Separation Agreement dated August 19, 2010 between Xxxxxx and the Company (the “Separation Agreement”). (b) Each Seller represents and warrants matters described herein. With respect to each Company Releasee that such Seller has not transferredClaims, assigned, or otherwise disposed of any part of or interest in any Seller Released Claim. (c) Each each Seller hereby irrevocably covenants expressly waives any and all rights conferred upon it by any statute or rule of law that provides that a release does not toextend to claims that the claimant does not know or suspect to exist in its favor at the time of executing the release, directly or indirectly, assert any claim or demand, or commence, institute, or voluntarily aid in any way, or cause to be commenced or instituted, any Action of any kind against any Company Releasee based upon any Seller Released Claim. (d) Without in any way limiting any rights and remedies otherwise available to any Company Releasee, each Seller, jointly and severally which if known by it must have materially affected its settlement with the other Amazon Released Party, including the following provisions of California Civil Code Section 1542 to the extent applicable to such Seller: “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, shall indemnify and hold harmless each Company Releasee from and against and shall pay to each Company Releasee the amount ofIF KNOWN BY HIM OR HER, or reimburse each Company Releasee for, all loss, liability, claim, damage (including incidental and consequential damages), or expense (including reasonable costs of investigation and defense and reasonable attorneys’ and reasonable accountants’ fees), whether or not involving third-party claims, arising directly or indirectly from or in connection with (a) the assertion by or on behalf of any Seller of any Seller Released Claim, and (b) the assertion by any third party of any claim or demand against any Company Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of any Seller against such third party of any Seller Released ClaimWOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Release by Sellers. (a) Each Seller hereby 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 and irrevocably releases releases, waives and forever discharges the Company Buyer and the Parent and each of its Representatives 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 “Company Releasees”) ), from any and all actions, causes of action, suits, debts, covenants, contracts, claims, counterclaims, setoffs, demands, Actionsdamages, orderslosses, obligations, contracts, agreements, debts, damagescosts, expenses, losses penalties, rights, remedies and liabilities whatsoeveror 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, suspected fixed or unsuspected, both at law and in equity contingent (collectively, “Seller Claims”)) against any Releasee, which such Seller now has, has ever had, or may hereafter have against the Company Releasees arising contemporaneously with or prior but only to the Closing extent arising from any act, omission, event or transaction occurring on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing, whether or not relating to including the ownership of the Shares by such Seller Claims pending on, or asserted after, the Closing (collectively, the “Seller Released Claims”); provided. For the avoidance of doubt, howeverthis Section 6.15 does not release the Releasees with respect to claims arising out of, that nothing contained in this Release will operate to release any obligation of the Company set forth in based on or resulting from (i) the Purchase Agreement or any agreement or instrument being executed and delivered pursuant to the Purchase this Agreement or (ii) if a Seller is an employee of the Employment Agreement dated July 15Company, 2008any 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 amendedto claims of indemnification, between Xxxxxx and advancement of expenses or exculpations to the Company (the “Employment Agreement”) extent such indemnification, advancement or the Separation Agreement dated August 19, 2010 between Xxxxxx and the Company (the “Separation Agreement”exculpation is required under arrangements identified in Section 6.6(a). (b) Each Seller represents and warrants to each Company Releasee that such Seller there has not transferredbeen no sale, assignedassignment, transfer, encumbrance, pledge or otherwise disposed any other disposal of any part of or interest in any Seller Released Claim. (c) Each Seller hereby irrevocably covenants expressly waives any rights such Seller or any Releasor may have under the statutes of any jurisdiction or common law principles of similar effect, to preserve Claims that such Releasor does not know or suspect to exist in such Releasor’s favor at the time of executing this Agreement or at the Closing. Each Seller understands and acknowledges that it and any Releasor may discover facts different from, or in addition to, those that it currently knows or believes to be true with respect to the claims released herein and agrees that the terms of this Section 6.15 will be and remain effective in all respects, notwithstanding any subsequent discovery of different or additional facts. (d) Each Seller irrevocably agrees to refrain from directly or indirectly, assert indirectly asserting any claim or demand, demand or commence, institute, commencing (or voluntarily aid in any way, or cause causing to be commenced commenced) any suit, action or instituted, any Action proceeding of any kind against any Company Releasee Releasee, based upon any Seller Released Claim. (d) Without in any way limiting any rights and remedies otherwise available to any Company Releasee, each Seller, jointly and severally with the other Seller, shall indemnify and hold harmless each Company Releasee from and against and shall pay to each Company Releasee the amount of, or reimburse each Company Releasee for, all loss, liability, claim, damage (including incidental and consequential damages), or expense (including reasonable costs of investigation and defense and reasonable attorneys’ and reasonable accountants’ fees), whether or not involving third-party claims, arising directly or indirectly from or in connection with (a) the assertion by or on behalf of any Seller of any Seller Released Claim, and (b) the assertion by any third party of any claim or demand against any Company Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of any Seller against such third party of any Seller Released Claimmatter purported to be released pursuant to this Section 6.15.

Release by Sellers. (a) Each Effective as of Closing, each of the Sellers, on behalf of themselves and their respective Affiliates, heirs, successors and assigns (collectively, the “Seller Related Persons”), hereby absolutely, unconditionally and irrevocably releases and forever discharges discharges, fully, finally and forever, the Company Company, the Subsidiaries, Buyer, and each of its Representatives Buyer’s respective Affiliates, agents, representatives, directors, officers and employees (collectivelytogether, the “Company ReleaseesBuyer Released Parties”) from any and all claims, counterclaims, setoffs, demands, Actionsrights, causes of action, proceedings, orders, remedies, obligations, contracts, agreements, debts, damages, expenses, losses damages and liabilities whatsoeverof whatsoever kind or character arising as a result of any event or condition, or action or inaction of the Buyer Released Parties, from the beginning of time until Closing, whether known or unknown, suspected absolute or unsuspectedcontingent, both at law and in equity (collectively, “Seller Claims”)equity, which such Seller Related Person ever had, now has, has or ever hadmay have, against any Buyer Released Party, including in any Seller Related Person’s capacity as a direct or may hereafter have against indirect equityholder of the Company Releasees arising contemporaneously with or the Subsidiaries prior to the Closing or on account of or arising out of and pursuant to any matterContract between any Seller Related Person and a Buyer Released Party (as to each Seller Related Person, cause, or event occurring contemporaneously with or prior to the Closing, whether or not relating to such Seller Claims pending on, or asserted after, the Closing (collectively, the Related Person’s “Seller Released Related Person Claims”); provided, however, that nothing contained in Seller Related Person Claims shall not include any claims pursuant to this Release will operate to release any obligation of the Company set forth in (i) the Purchase Agreement or any agreement or instrument being executed and delivered pursuant to the Purchase Agreement or (ii) the Employment Agreement dated July 15, 2008, as amended, between Xxxxxx and the Company (the “Employment Agreement”) or the Separation Agreement dated August 19, 2010 between Xxxxxx and the Company (the “Separation Agreement”)Transaction Documents. (b) Each Seller represents and warrants to each Company Releasee that such No Seller has instituted, and will not transferredinstitute, any Legal Proceeding against any Buyer Released Party with any Governmental Authority or otherwise, based on events occurring on or prior to the Closing Date in relation to any matter released or purported to be released hereunder. No Seller has assigned, or otherwise disposed of any part of or interest in and will not assign, any Seller Released ClaimRelated Person Claim and has not authorized, and will not authorize, any other Person to assert any Seller Related Person Claim on its or their behalf. (c) Each Seller hereby irrevocably covenants of the Sellers expressly acknowledges that the release provided under this Section 8.5 is intended to include in its effect all claims within the scope of this release that the Sellers do not toknow or suspect to exist in their favor at the time of execution hereof, directly or indirectly, assert and that this release contemplates the extinguishment of any such claim or demand, or commence, institute, or voluntarily aid in any way, or cause to be commenced or instituted, any Action of any kind against any Company Releasee based upon any Seller Released Claimclaims. (d) Without Each of the Sellers is aware that statutes exist that render null and void or otherwise affect or may affect releases and discharges of any claims, rights, demands, Liabilities, Legal Proceedings and causes of action that are unknown to the releasing or discharging party at the time of execution of the release and discharge. Each of the Sellers, for itself and the other Seller Related Persons, hereby expressly waives, surrenders and agrees to forego any and all protections, rights or benefits to which the Sellers otherwise would be entitled by virtue of the existence of any such statute or the common law of any state, province or jurisdiction with the same or similar effect. Further, it is understood and agreed that the facts in any way limiting any rights respect of which the release provided under this Section 8.5 is given may turn out to be other than or different from the facts in that respect now known or believed by the Sellers to be true; and remedies otherwise available to any Company Releaseewith such understanding and agreement, each Sellerof the Sellers expressly accepts and assumes the risk of facts being other than or different from the assumptions and perceptions as of any date prior to and including the Closing Date, jointly and severally with the other Seller, agrees that this release shall indemnify and hold harmless each Company Releasee from and against be in all respects effective and shall pay not be subject to each Company Releasee the amount of, termination or reimburse each Company Releasee for, all loss, liability, claim, damage (including incidental and consequential damages), or expense (including reasonable costs of investigation and defense and reasonable attorneys’ and reasonable accountants’ fees), whether or not involving third-party claims, arising directly or indirectly from or in connection with (a) the assertion rescission by or on behalf reason of any Seller such difference in facts. (e) The release provided under this Section 8.5 shall extend to and be binding upon each of any Seller Released Claimthe Sellers, and (b) each such Person’s legal successors and assigns, and all other Seller Related Persons, and shall inure to the assertion by any third party benefit of any claim or demand against any Company Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf all of any Seller against such third party of any Seller the Buyer Released ClaimParties.

Release by Sellers. (aA) Each Seller In exchange for, and in consideration of, the benefits, and other commitments set forth in this Agreement, the Sellers and their respective heirs, executors, administrators, and assigns (each, a “Releasor” and collectively, the “Releasors”), hereby unconditionally and irrevocably releases fully releases, acquits, and forever discharges the Company Corporation and each of its Representatives predecessors, successors and assigns, parent corporations, subsidiary corporations, affiliated corporations, and the officers, directors, shareholders, partners, employees, attorneys and agents, past and present, of each of the aforesaid entities (collectively, the “Company Corporation Releasees”) of and from any and all claims, counterclaimsliabilities, setoffs, demands, Actions, orders, obligations, contracts, agreements, debtscauses of action, damages, costs, attorneys’ fees, expenses, losses and liabilities compensation whatsoever, of whatever kind or nature, in law, equity or otherwise, whether known or unknown, vested or contingent, suspected or unsuspected, both at law and in equity 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 “Seller Claims”), which such Seller now hasincluding, has ever hadbut not limited to all state or local statutes, ordinances, or may hereafter have against 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 Company Releasees arising contemporaneously with relationship between the Parties at any time (including, but not limited to, the Founders Agreement), public policy, wrongful discharge, or prior to any other claim. To the Closing or on account of or extent that any 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 matterand all obligation to indemnify and/or pay to or on behalf of, causeRSmith and CMiller, any past, present or 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 event occurring contemporaneously with otherwise under the governing instruments of the Corporation, arising from or relating to any period of time during which RSmith and/or CMiller was as an officer, director or direct or indirect shareholder of the Corporation. (B) The Sellers acknowledge, confirm and agree that no Seller shall become a member of any class action in a court of law against any of the Corporation Releasees, together or separately, based on a claim or claims which arose prior to or on the Closing, whether or not relating to Effective Date of this Agreement. The Sellers agree that should any of them somehow become a member of such a class that each Seller Claims pending on, or asserted after, the Closing (collectively, the “Seller Released Claims”); provided, however, that nothing contained in this Release will operate to release any obligation and forever discharge each of the Company set forth Corporation Releasees from any and all liability which may result from that claim or those claims (including, but not limited to, attorney’s fees, legal fees, costs, expenses and/or liquidated damages) and will not participate in any recoveries which may result from that claim or those claims (including, but not limited to, attorney’s fees, legal fees, costs, expenses and/or liquidated damages). (C) This release of claims excludes, and each Seller does not waive, release or discharge (i) the Purchase Agreement filing of a charge or complaint with or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”), National Labor Relations Board (“NLRB”), the SEC or any agreement other federal, state, or instrument being executed and delivered pursuant local agency charged with the enforcement of any employment laws, (although each Seller understands that by signing this Agreement, Seller waives the right to recover any damages or to receive other relief directly from the Purchase Agreement Corporation Releasees in any claim brought by or through any federal, state or local agency on a Seller’s behalf); (ii) claims under state workers’ compensation or unemployment laws; (iii) claims for earned but unpaid compensation specifically arising under the Employment Corporation’s existing payroll practices and procedures; or (iv) any other claims that cannot be waived by law. Nor does anything in this Agreement dated July 15waive a Seller’s right to testify in an administrative, 2008legislative or judicial proceeding where Seller has been required to attend the proceeding pursuant to a court order, as amendedsubpoena, between Xxxxxx and or written request from an administrative agency or the Company legislature. However, in the event of any such proceeding, each Seller shall notify, in writing, the Corporation of any court order, subpoena, request or other similar notice to give testimony or provide documentation (the “Employment AgreementNotice”) within ten (10) business days of receipt of said Notice and prior to providing any response to said Notice such that Corporation may have an opportunity to seek and obtain, among other things, an appropriate protective order or seek intervention in the Separation Agreement dated August 19, 2010 between Xxxxxx and the Company (the “Separation Agreement”)matter. (b) Each Seller represents and warrants to each Company Releasee that such Seller has not transferred, assigned, or otherwise disposed of any part of or interest in any Seller Released Claim. (c) Each Seller hereby irrevocably covenants not to, directly or indirectly, assert any claim or demand, or commence, institute, or voluntarily aid in any way, or cause to be commenced or instituted, any Action of any kind against any Company Releasee based upon any Seller Released Claim. (d) Without in any way limiting any rights and remedies otherwise available to any Company Releasee, each Seller, jointly and severally with the other Seller, shall indemnify and hold harmless each Company Releasee from and against and shall pay to each Company Releasee the amount of, or reimburse each Company Releasee for, all loss, liability, claim, damage (including incidental and consequential damages), or expense (including reasonable costs of investigation and defense and reasonable attorneys’ and reasonable accountants’ fees), whether or not involving third-party claims, arising directly or indirectly from or in connection with (a) the assertion by or on behalf of any Seller of any Seller Released Claim, and (b) the assertion by any third party of any claim or demand against any Company Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of any Seller against such third party of any Seller Released Claim.

Release by Sellers. (a) Each Upon receipt by each Indemnifying Seller of the consideration to be received by such Indemnifying Seller pursuant to Section 2.2, each such Indemnifying Seller hereby unconditionally and irrevocably releases and forever discharges agrees that (without any further action on the part of such Indemnifying Seller) the Company (for the benefit of the Surviving Corporation, the Parent and their respective Subsidiaries, Affiliates, divisions and predecessors and each of its Representatives their respective successors and assigns (collectively, the “Company Releasees”"Released Persons")) shall be irrevocably released and forever discharged of and from any and all claimsmanner of actions, counterclaimscauses of action, setoffs, demands, Actions, orders, obligations, contracts, agreementssuits, debts, sums of money, controversies, omissions, promises, damages, expensesliabilities, losses judgments, claims and liabilities demands whatsoever, in law or in equity which against the Released Persons such Indemnifying Seller ever had, now has or which such Indemnifying Seller hereafter can, shall or may have in such Indemnifying Seller's capacity as a shareholder or former shareholder of the Company(the "Released Claims"), whether known or unknown, suspected for, upon or unsuspected, both by reason of any matter or cause arising at law and in equity (collectively, “Seller Claims”), which such Seller now has, has ever had, or may hereafter have against the Company Releasees arising contemporaneously with any time on or prior to the Closing or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing, whether or not relating to Seller Claims pending on, or asserted after, the Closing (collectively, the “Seller Released Claims”)Date; provided, however, that nothing contained in this Release will operate to release any obligation of the Company set forth in (i) the Purchase Agreement or any agreement or instrument being executed and delivered pursuant to the Purchase Agreement or (ii) the Employment Agreement dated July 15Released Claims shall exclude, 2008, as amended, between Xxxxxx and the Company (foregoing release shall be inapplicable with respect to, any matter arising under this Agreement, the “Employment Agreement”) Related Documents or the Separation Agreement dated August 19, 2010 between Xxxxxx and the Company (the “Separation Agreement”). (b) transactions contemplated hereby or thereby. Each Indemnifying Seller specifically represents and warrants to each Company Releasee the Released Persons that such Indemnifying Seller has not transferred, assigned, or otherwise disposed of assigned any part of or interest in any Seller such Released Claim. (c) Each Seller hereby irrevocably covenants not to, directly or indirectly, assert any claim or demand, or commence, institute, or voluntarily aid in any way, or cause to be commenced or instituted, any Action of any kind against any Company Releasee based upon any Seller Released Claim. (d) Without in any way limiting any rights and remedies otherwise available to any Company Releasee, each Seller, jointly and severally with the other Seller, shall indemnify and hold harmless each Company Releasee from and against and shall pay to each Company Releasee the amount of, or reimburse each Company Releasee for, all loss, liability, claim, damage (including incidental and consequential damages), or expense (including reasonable costs of investigation and defense and reasonable attorneys’ and reasonable accountants’ fees), whether or not involving third-party claims, arising directly or indirectly from or in connection with (a) the assertion by or on behalf of any Seller of any Seller Released Claim, and (b) the assertion by any third party of any claim or demand against any Company Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of any Seller against such third party of any Seller Released Claim.

Release by Sellers. (a) Each Seller Effective as of the Closing Date and subject to the Seller’s receipt of the Closing Date Consideration Shares and the Closing Date Consideration Shares, the Sellers hereby unconditionally and irrevocably releases release and forever discharges discharge the Company and each of its Representatives the Subsidiaries and the Company’s and the Subsidiaries’ respective individual, 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, successors and assigns (individually a “Releasee” and collectively, the “Company Releasees”) from any and all claims, counterclaims, setoffs, demands, Actionsproceedings, causes of action, orders, obligations, contracts, agreements, debts, damages, expenses, losses debts and liabilities whatsoever, whether known or unknown, suspected or unsuspected, foreseeable and unforeseeable, liquidated and unliquidated, insured and uninsured, both at law and in equity (collectively, “Seller Claims”)equity, which such the Seller now has, has ever had, had or may hereafter have against the Company respective Releasees arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause, cause or event occurring contemporaneously with or prior to the Closing, whether or not relating to Seller Claims pending on, or asserted after, the Closing Date (collectively, the “Seller Released Sellers Claims”); provided, however, that nothing contained in this Release will herein shall operate to release any obligation of the Company set forth in (i) and the Purchase Subsidiary arising under this Agreement or any agreement or instrument being executed and delivered pursuant to the Purchase Agreement or (ii) the Employment Agreement Agreement, dated July 15, 2008, as amendedof the Closing Date, between Xxxxxx the Company and the Company (the “Employment Agreement”) or the Separation Agreement dated August 19Sellers, 2010 between Xxxxxx and the Company (the “Separation Agreement”)transactions contemplated hereby and thereby. (b) Each Seller represents and warrants to each Company Releasee that such Seller has not transferred, assigned, or otherwise disposed of any part of or interest in any Seller Released Claim. (c) Each Seller hereby irrevocably covenants not to, directly or indirectly, assert any claim or demand, or commence, institute, or voluntarily aid in any way, or cause to be commenced or instituted, any Action of any kind against any Company Releasee based upon any Seller Released Claim. (d) Without in any way limiting any rights and remedies otherwise available to any Company Releasee, each Seller, jointly and severally with the other Seller, shall indemnify and hold harmless each Company Releasee from and against and shall pay to each Company Releasee the amount of, or reimburse each Company Releasee for, all loss, liability, claim, damage (including incidental and consequential damages), or expense (including reasonable costs of investigation and defense and reasonable attorneys’ and reasonable accountants’ fees), whether or not involving third-party claims, arising directly or indirectly from or in connection with (a) the assertion by or on behalf of any Seller of any Seller Released Claim, and (b) the assertion by any third party of any claim or demand against any Company Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of any Seller against such third party of any Seller Released Claim.

Release by Sellers. (a) Each Seller Effective as of the Closing, in consideration of the mutual covenants and agreements contained herein, including the consideration to be received by the Sellers, the Sellers hereby unconditionally and irrevocably releases release and forever discharges discharge the Company and each of its Representatives Buyer, and their respective Affiliates, officers, managers, directors, members, partners (general or limited), agents, and employees, and the successors, heirs, assigns, executors and administrators to the foregoing (collectively, the “Company ReleaseesReleased Parties”) ), of and from any and all manner or causes of action and actions, claims, counterclaimssuits, setoffsrights, demandsdebts, Actionssums of money, orders, obligationscovenants, contracts, agreementsdamages and judgments whatsoever, debtsin law or in equity, damageswhich the Sellers ever had, expensesnow have or which the Sellers can, losses and liabilities whatsoevershall or may have, against the Released Parties, whether known or unknown, suspected or unsuspected, both matured or unmatured, fixed or contingent, for, upon or by reason of any matter relating to any Company or its Affiliates, and arising at law and in equity (collectively, “Seller Claims”), which such Seller now has, has ever had, or may hereafter have against the Company Releasees arising contemporaneously with any time on or prior to the Closing or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the ClosingDate, whether in the Sellers’s capacity as an equityholder, director, manager, officer, employee, holder of Indebtedness or otherwise, and the Released Parties shall not relating to Seller Claims pending on, or asserted after, the Closing (collectively, the “Seller Released Claims”)have liability with respect thereto; provided, however, that nothing contained in this Release such release shall not will operate not apply to release (a) obligations owing to the Sellers arising pursuant to any obligation of the Company set forth in (i) the Purchase Agreement or any agreement or instrument being executed and delivered pursuant to the Purchase Agreement or (ii) the Employment Agreement dated July 15Transaction Documents, 2008, as amended, between Xxxxxx and the Company (the “Employment Agreement”) or the Separation Agreement dated August 19, 2010 between Xxxxxx and the Company (the “Separation Agreement”). (b) Each Seller represents any causes of action and warrants to each Company Releasee that such Seller has actions, claims, suits, rights, debts, sums of money, covenants, contracts, damages and/or judgments which may not transferredbe released under applicable Law, assigned, or otherwise disposed of any part of or interest in any Seller Released Claim. (c) Each Seller hereby irrevocably covenants not toany causes of action and actions, directly or indirectlyclaims, assert any claim or demandsuits, or commencerights, institutedebts, or voluntarily aid in any waysums of money, or cause covenants, contracts, damages and judgments to be commenced or institutedthe extent based on events occurring after the Closing Date, any Action of any kind against any Company Releasee based upon any Seller Released Claim. (d) Without any rights to receive benefits or vested amounts under or to participate in any way limiting Company’s employee benefit plans and/or pension plans or programs, or (e) any rights and remedies otherwise available claims to indemnification (whether provided by contract, by Law, or pursuant to any Company ReleaseeCompany’s Organizational Documents) or insurance coverage, each Sellerincluding but not limited to so-called “D&O coverage”, jointly and severally that any Seller may have with the other Sellerrespect to any claims made or threatened against such Seller in his capacity as a director, shall indemnify and hold harmless each Company Releasee from and against and shall pay to each Company Releasee the amount ofmanager, officer or reimburse each Company Releasee for, all loss, liability, claim, damage (including incidental and consequential damages), or expense (including reasonable costs of investigation and defense and reasonable attorneys’ and reasonable accountants’ fees), whether or not involving third-party claims, arising directly or indirectly from or in connection with (a) the assertion by or on behalf employee of any Seller of any Seller Released Claim, and (b) the assertion by any third party of any claim or demand against any Company Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of any Seller against such third party of any Seller Released ClaimCompany.

Release by Sellers. (a) Each Seller, for such Seller and all of such Seller's agents and assigns, hereby unconditionally and irrevocably releases and forever discharges effective at the Company and each of its Representatives (collectivelyClosing, without the “Company Releasees”) from need for any further action, any and all claims, counterclaimsliabilities, setoffsobligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, Actionscosts, orderslosses, obligations, contracts, agreements, debts, damages, expenses, losses debts and liabilities whatsoeverexpenses (including attorneys' fees and costs incurred) of whatsoever kind or nature, whether at law or in equity, matured or unmatured, known or unknown, suspected contingent or unsuspectedliquidated or otherwise, both at law and in equity (collectivelythat any of them can, “Seller Claims”), which such Seller now has, has ever had, shall or may hereafter have against the Company Releasees and the Subsidiaries and their respective successors and assigns (collectively, "Releasees"), arising contemporaneously with from or prior relating to the Closing or on account of or arising out of any matter, cause, cause or event occurring contemporaneously with or prior to the Closing, whether Closing other than any claims (i) arising under this Agreement or not relating any other Transaction Document to which such Seller Claims pending on, is a party and (ii) with respect to any Seller that is or asserted after, the Closing (collectively, the “Seller Released Claims”); provided, however, that nothing contained in this Release will operate to release any obligation was an employee of the Company set forth in (i) the Purchase Agreement or any agreement Subsidiary, such Seller's employment with the Company or instrument being executed and delivered any Subsidiary, including any compensation (including pursuant to the Purchase Agreement or (ii) the Employment Agreement dated July 15, 2008any bonus plans, as amended, between Xxxxxx may be due such Seller) and any payments or benefits as may be due to such Seller under any employee benefit plan of the Company or any Subsidiary (the “Employment Agreement”) or the Separation Agreement dated August 19, 2010 between Xxxxxx and the Company (the “Separation Agreement”"Released Claims"). (b) Each Seller represents and warrants hereby irrevocably covenants to each Company Releasee that such Seller has not transferredrefrain from, assigneddirectly or indirectly, asserting any claim or otherwise disposed demand or commencing, instituting or causing to be commenced, any proceeding of any part kind against any Releasee, based on or arising from any of or interest in any Seller the Released ClaimClaims. (c) Each Seller hereby irrevocably covenants not toIf any provision of this Section 9.16 is held invalid or unenforceable by any court of competent jurisdiction, directly or indirectly, assert any claim or demand, or commence, institute, or voluntarily aid in any way, or cause to be commenced or instituted, any Action of any kind against any Company Releasee based upon any Seller Released Claim. (d) Without in any way limiting any rights and remedies otherwise available to any Company Releasee, each Seller, jointly and severally with the other Seller, shall indemnify provisions in this Section 9.16 will remain in full force and hold harmless each Company Releasee from effect. Any provision of this Section 9.16 held invalid or unenforceable only in part will remain in full force and against and shall pay effect to each Company Releasee the amount of, extent not held invalid or reimburse each Company Releasee for, all loss, liability, claim, damage (including incidental and consequential damages), or expense (including reasonable costs of investigation and defense and reasonable attorneys’ and reasonable accountants’ fees), whether or not involving third-party claims, arising directly or indirectly from or in connection with (a) the assertion by or on behalf of any Seller of any Seller Released Claim, and (b) the assertion by any third party of any claim or demand against any Company Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of any Seller against such third party of any Seller Released Claimunenforceable.

Release by Sellers. Each Seller, on behalf of itself and its affiliates, and effective only upon such Seller’s receipt of the entire Purchase Price, hereby releases (aand covenants not to sue) Each Seller hereby unconditionally and irrevocably releases and forever discharges the Company and and, subject to the last sentence of this Section 6.a, each of its Representatives affiliates, subsidiaries, current and former shareholders and, in their capacities as such, directors1, alternate directors, officers, members, agents, employees, attorneys, consultants and professional advisors (such persons, collectively, the “Company ReleaseesReleased Parties”) from any and all claimsdemands, actions, causes of action, suits, counterclaims, setoffsset-offs, demandsdefences, Actionscontroversies, ordersacts and omissions, obligationsliabilities and other claims, contractsboth in law and in equity, agreements, debts, damages, expenses, losses and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law which such Seller or any of its affiliates have or ever had against the Company Released Parties arising out of or relating to any period up to and including the Effective Date, in equity each case solely to the extent arising out of or related to the Company or such Seller’s interest in the Preference Shares (collectivelyincluding breaches under, but not obligations arising after the closing under, that certain Preferred Stock Purchase Agreement, dated as of October 4, 2005, as amended on April 29, 2016 and January 1, 2019 (the “Seller ClaimsPurchase Agreement”), which such Seller now hasby and among the Company, has ever had, TRG Pakistan Limited and the other parties signatory thereto or may hereafter have against the Company Releasees arising contemporaneously with or prior to the Closing or on account of or otherwise arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing, whether or not relating to Seller Claims pending on, or asserted after, the Closing (collectively, the “Seller Released Claims”); provided, however, that nothing contained in this Release will operate to release any obligation of the Company set forth in (i) the Purchase Agreement or any agreement or instrument being executed and delivered pursuant agreements ancillary to the Purchase Agreement or the Preference Shares); provided, that, nothing in this Section 6.a shall be interpreted to release (i) any claims (or create a covenant not to sue on) arising out of this letter agreement applicable to such Seller or any Company Released Party’s obligation to comply therewith or (ii) 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 result of serving or having served on the Employment Agreement dated July 15Board of Directors of the Company, 2008TRG Pakistan Ltd., as amended, between Xxxxxx and the Company (the “Employment Agreement”) or the Separation Agreement dated August 19, 2010 between Xxxxxx and the Company (the “Separation Agreement”). (b) IBEX. Each Seller represents and warrants to each Company Releasee (x) understands that such Seller has not transferredis releasing potential claims which are unknown to such Seller as of the date hereof, assigned, or otherwise disposed of any part of or interest in any (y) hereby expressly waives all rights such Seller Released Claim. (c) Each may have under law that is intended to protect such Seller hereby irrevocably covenants not to, directly or indirectly, assert any claim or demand, or commence, institute, or voluntarily aid in any way, or cause to be commenced or instituted, any Action of any kind against any Company Releasee based upon any Seller Released Claim. (d) Without in any way limiting any rights and remedies otherwise available to any Company Releasee, each Seller, jointly and severally with the other Seller, shall indemnify and hold harmless each Company Releasee from and against and shall pay to each Company Releasee the amount of, or reimburse each Company Releasee for, all loss, liability, claim, damage (including incidental and consequential damages), or expense (including reasonable costs of investigation and defense and reasonable attorneys’ and reasonable accountants’ fees), whether or not involving third-party claims, arising directly or indirectly from or in connection with (a) the assertion by or on behalf of any Seller of any Seller Released Claim, waiving unknown claims and (bz) understands the assertion by significance of doing so. Notwithstanding anything to the contrary herein, neither Mxxxxxxx Xxxxxxxx Xxxx Xxxxxxx nor any third party of his affiliates (other than TRG Pakistan, Ltd. and its subsidiaries) shall be Company Released Parties and no claims against Mxxxxxxx Xxxxxxxx Xxxx Xxxxxxx or any claim or demand against any Company Releasee which claim or demand arises directly or indirectly fromof his affiliates (other than TRG Pakistan, or in connection with, any assertion by or on behalf of any Seller against such third party of any Seller Released ClaimLtd. and its subsidiaries) are being released hereunder.