Common use of Release of the Company Clause in Contracts

Release of the Company. (a) As a material inducement to SETO to enter into this Agreement and deliver the SETO Shares hereunder, such Shareholder hereby irrevocably and unconditionally releases, acquits, and forever discharges the Company and each of its stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, subsidiaries, affiliates (and agents, directors, officers, employees, representatives, and attorneys of such divisions, subsidiaries, and affiliates), and all persons acting by, through, under, or in concert with any of them (the Company and each of its stockholders, etc. are collectively the "The Company Releasees"), or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses which such Stockholder now has, owns, or holds, or claims to have, own, or hold, or which he at any time heretofore had, owned, or held, or claimed to have, own or hold, or which he at any time hereafter may have, own, or hold, or claim to have, own, or hold, against each or any of the Company Releasees with respect to any events which occurred prior to the date of this Agreement. (b) For the purposes of implementing a full and complete release and discharge of the Company Releasees, such Stockholder expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all claims, other than those for indemnification, which he does not know or suspect to exist in his favor as of the date of this Agreement, and that this Agreement contemplates the extinguishment of any such claim or claims. (c) The foregoing provisions of Section 2.13(a) and (b) shall not in any way be construed as any claim or admission by any the Company Releasee that the Company has acted wrongfully with respect to such Stockholder or to any other person, or that such Stockholder has any rights whatsoever against the Company.

Release of the Company. (a) As a material inducement to SETO to enter into Upon the Effective Date of this Agreement and deliver the SETO Shares hereunder, such Shareholder hereby irrevocably and unconditionally releases, acquitsAgreement, and forever discharges in return for valuable consideration, the Company receipt of which is hereby acknowledged, Peachstate and each the Former Members, on behalf of its stockholdersthemselves, and for all persons who may claim by, through, or under them, their present and former representatives, agents, attorneys, predecessors, successors, assignsinsurers, partners, administrators, heirs, executors and assigns (hereinafter referred to as the “Peach Releasors”), release and forever discharge the Company, and all of their predecessors, subsidiaries, affiliates, parent corporations, and all of their respective, present or past officers, agents, directors, officers, employees, representativesshareholders, directors, attorneys, subsidiariesinsurers, affiliates sureties, successors and assigns, as well as any employee or former employee thereof (individually and agents, directors, officers, employees, representatives, and attorneys of such divisions, subsidiaries, and affiliatescollectively hereinafter referred to as the “Company Parties”), and all persons acting by, through, under, or in concert with any of them (the Company and each of its stockholders, etc. are collectively the "The Company Releasees"), or any of them, from any and all chargesrights, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, claims and causes of action, suits, rightsliabilities, obligations, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, damages, judgments, executions, claims and demands, costsin law or equity, lossesknown or unknown, debts which, against the Company Parties, the Peach Releasors have, had or may have from the beginning of time through the Effective Date of this Agreement, arising out of or related to, directly or indirectly, the Merger and/or the Merger Agreement, including, but not limited to, claims arising under all federal, state and expenses which such Stockholder now haslocal statutes, ownslaws and ordinances prohibiting, without limitation, breach of contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, defamation or fraud and any alleged entitlement to costs fees, or holdsexpenses, or including attorneys’ fees’; provided however, that the foregoing release (i) shall exclude any claims to have, own, or hold, or which he at any time heretofore had, owned, or held, or claimed to have, own or hold, or which he at any time hereafter may have, own, or hold, or claim to have, own, or hold, against each or any for breach of obligations under this Agreement and (ii) shall not be construed as releasing the Company Releasees with respect to any events which occurred prior to from its obligations under the date Senior Notes held by the Lenders or the Credit Agreement contemplated by Section 4 of this Agreement. (b) For the purposes of implementing a full and complete release and discharge of the Company Releasees, such Stockholder expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all claims, other than those for indemnification, which he does not know or suspect to exist in his favor as of the date of this Agreement, and that this Agreement contemplates the extinguishment of any such claim or claims. (c) The foregoing provisions of Section 2.13(a) and (b) shall not in any way be construed as any claim or admission by any the Company Releasee that the Company has acted wrongfully with respect to such Stockholder or to any other person, or that such Stockholder has any rights whatsoever against the Company.

Release of the Company. (a) As In exchange for and as a material inducement to SETO to enter into this Agreement part of the consideration set forth herein, the Individual and deliver the SETO Shares hereunderhis heirs, such Shareholder hereby irrevocably and unconditionally releasesexecutors and/or administrators, acquitsrepresentatives, lawyers, counselors, advisors, agents, and forever discharges any entity in which the Company Individual has ownership in or controls, individually and each of collectively, hereby fully release and discharge the Company, including without limitation its stockholderspast and present subsidiaries, predecessorsaffiliates, officers, directors, partners, employees, successors-in-interest, assigns, agents, directors, officers, employees, representatives, attorneysinsurers, subsidiarieslawyers, affiliates (counselors, advisors and agents, directorsindividually and collectively, officers, employees, representatives, of and attorneys of such divisions, subsidiaries, and affiliates), and all persons acting by, through, under, or in concert with any of them (the Company and each of its stockholders, etc. are collectively the "The Company Releasees"), or any of them, from any and all chargesconceivable known or unknown past, complaintspresent, or future liabilities, debts, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suitsattorneys’ fees, rights, demandsdemands for damages, costs, lossesindemnification (except as otherwise provided below in this Section 7), debts and expenses contribution, or any other thing, of any kind or nature whatsoever, for which such Stockholder now the Company has or may have (except as otherwise provided below in this Section 7), or any contribution, whether certain or speculative, fully or partially accrued, inchoate, springing, contingent, questioned or doubtful, which the Individual has, ownsmay have, or holds, or claims to have, own, or holdhas had at any time prior hereto, or which he may be brought in the future in connection with any acts or omissions whether known or unknown which have occurred at any time heretofore had, ownedprior to the Retirement Date, or heldin connection with any duties or functions for, or claimed obligations of, any type to havethe Individual. Subject to the terms of this Agreement, own or hold, or which he at the Individual covenants not to sue the Company for any time hereafter may have, own, or hold, matter or claim covered by this release and that any such lawsuit is a breach of this covenant and release. This release and covenant specifically exclude and shall not apply to have, own, or hold, against each or (i) any of the Company Releasees with respect Individual’s rights to indemnification, defense, contribution, subrogation, and/or advancement and/or reimbursements of any expenses, under applicable law, or under any of the Company’s governing documents (whether any certificate of incorporation, articles of organization, bylaws, charter or otherwise), (ii) any rights or entitlements relating to any events direct or indirect investments in the Company, (iii) any rights or entitlements due and payable, or for which occurred prior to performance is due, on or after the date of this Agreement. (b) For the purposes Agreement under or in respect of implementing a full and complete release and discharge any of the written contracts or agreements to which Individual and Company Releasees, such Stockholder expressly acknowledges that this Agreement is intended a party; and (iv) any claims made to include in its effect, without limitation, all claims, other than those for indemnification, which he does not know or suspect to exist in his favor as of the date of enforce this Agreement, and that this Agreement contemplates the extinguishment of any such claim or claims. (c) The foregoing provisions of Section 2.13(a) and (b) shall not in any way be construed as any claim which as a matter of law cannot be released or admission waived by private agreement or any claim occurring after the Company Releasee that the Company has acted wrongfully with respect to such Stockholder or to any other person, or that such Stockholder has any rights whatsoever against the CompanyRetirement Date.

Release of the Company. (a) As a material inducement to SETO to enter into In consideration of this Agreement Agreement, including without limitation the Severance Amount, Executive on behalf of Executive and deliver the SETO Shares hereunderExecutive’s representatives, such Shareholder hereby irrevocably and unconditionally releasesheirs, acquitssuccessors, and assigns, does hereby unconditionally and completely release and forever discharges discharge the Company Company, and each any of its stockholderspast, present and/or future, direct and/or indirect, officers, directors, members, managers, employees, agents, representatives, attorneys, insurers, partners, investors, shareholders, administrators, parent companies, subsidiaries, affiliates, divisions, predecessors, successors, assigns, agentsand joint venturers, specifically including but not limited to LiqTech International, Inc., LiqTech Holding A/S, LiqTech Water A/S, LiqTech Ceramics A/S, and LiqTech Plastics A/S, and each of their current and former shareholders, officers, directors, officerspartners, managers, members, agents, consultants, employees, representativesinsurers, attorneys, subsidiaries, affiliates (and agents, directors, officers, employees, representativessuccessors, and attorneys of such divisions, subsidiaries, and affiliates), and all persons acting by, through, under, or in concert with any of them assigns (the Company "Released Parties") from and each of its stockholderscovenants not to sxx upon, etc. are collectively the "The Company Releasees"), or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costsactions, lossesobligations, debts liabilities, and expenses causes of action of every kind and character, known or unknown, mature or un-matured, which such Stockholder Executive may now has, ownshave, or holdshas ever had against the Released Parties from any act or omission, or claims to have, own, condition occurring on or hold, or which he at any time heretofore had, owned, or held, or claimed to have, own or hold, or which he at any time hereafter may have, own, or hold, or claim to have, own, or hold, against each or any of the Company Releasees with respect to any events which occurred prior to the date of Executive’s execution of this Agreement. , whether based on tort, contract (bexpress or implied), or any applicable law, statute, or regulation (collectively, the "Released Claims"). Released Claims specifically include but are not limited to, to the maximum extent permitted by law, (i) For any claims in connection with, relating to, or arising out of Executive’s employment with the purposes Company, the terms and conditions of implementing a full and complete release and discharge such employment, and/or the termination, resignation, separation or end of the Company Releaseessuch employment; (ii) any claims for compensation, such Stockholder expressly acknowledges that this Agreement is intended salary, bonuses or similar benefits, severance pay, or vacation pay; (iii) any claims under any applicable law, regulation, or ordinance, including those prohibiting employment discrimination, harassment or retaliation; (iv) any claims in connection with, arising under or relating to include in its effectany alleged written, oral or implied Director Contract; (v) any claims under common or civil law including, without limitation, any claims for tort, breach of contract (express or implied, written or oral), quasi contract, detrimental reliance, any doctrine of good faith and fair dealing, negligent or intentional infliction of emotional distress, violation of public policy, or wrongful or constructive discharge or termination; and (vi) any claims for compensatory damages, punitive damages, liquidated damages, emotional distress, or attorneys’ fees, costs, disbursements and the like. Executive intends this release to be a general release of any and all claims, other than those for indemnification, which he does not know claims to the fullest extent permissible by law. Nothing herein releases any claims arising out of or suspect relating to exist in his favor as of enforcing the date terms of this Agreement, and any claims that arise after execution of this Agreement, or any claims that, as a matter of law, cannot be released by private agreement. Executive understands that this Agreement contemplates the extinguishment of any such claim or claims. (c) The foregoing provisions of Section 2.13(a) and (b) shall paragraph does not in any way be construed as any claim or admission by any the Company Releasee that the Company has acted wrongfully with respect to such Stockholder or to any other personprevent Executive from filing a charge with, communicating with, or participating in an investigation by a governmental administrative agency; provided, however, that Executive hereby waives any right to receive any monetary award resulting from such Stockholder has any rights whatsoever against the Companya charge or investigation.

Release of the Company. As of the Effective Date, Maxim, for itself and any of its direct and indirect affiliates, parent corporations, subsidiaries, subdivisions, successors, predecessors, members, shareholders and assigns (collectively a “Maxim Releasors”), hereby (a) As a material inducement to SETO to enter into this Agreement and deliver the SETO Shares hereunder, such Shareholder hereby irrevocably and unconditionally releases, acquits, acquits and forever discharges the Company and each of its stockholdersdirect and indirect affiliates, parent corporations, subsidiaries, subdivisions, successors, predecessors, successorsmembers, shareholders, and assigns, agentsand their present and former officers, directors, officerslegal representatives, employees, representatives, agents and attorneys, subsidiariesand their heirs, affiliates (executors, administrators, trustees, successors and agents, directors, officers, employees, representatives, and attorneys of such divisions, subsidiaries, and affiliates), and all persons acting by, through, under, or in concert with any of them assigns (the parties so released, herein each a “Company Releasee” and each of its stockholderscollectively, etc. are collectively the "The “Company Releasees"), or any ”) of them, and from any and all charges, complaintscauses of actions, claims, suits, liens, losses, damages, judgments, demands, liabilities, rights, obligations, promisescosts, agreementsexpenses, controversiesand attorneys’ fees of every nature, damageskind and description whatsoever, actionsat law or in equity, causes whether individual, class or derivative in nature, whether based on federal, state or foreign law or right of action, suitsmature or unmatured, rightsaccrued or not accrued, demandsknown or unknown, costsfixed or contingent, losses, debts and expenses which such Stockholder now has, owns, or holds, or claims to have, own, or hold, or which he at any time heretofore the Releasing Parties ever had, ownednow have or hereafter can, shall or heldmay have against any Released Parties by reason of any matter, cause or claimed thing whatsoever arising under, related to haveor otherwise associated with the payment obligations set forth in Section 3.32 of the Underwriting Agreement (collectively, own the “Company Released Claims”) and (b) covenants not to institute, maintain or holdprosecute any action, claim, suit, complaint, proceeding or which he at cause of action or any time hereafter may have, own, or hold, or claim kind to have, own, or hold, against each or enforce any of the Company Releasees with respect Released Claims. In any litigation arising from or related to an alleged breach of this Section, this Agreement may be pleaded as a defense, counterclaim or crossclaim, and shall be admissible into evidence without any events which occurred prior foundation testimony whatsoever. Each Maxim Releasor expressly covenants and agrees that the release granted by it in this Section 7 shall be binding in all respects upon the Maxim Releasors and shall inure to the date benefit of this Agreement. (b) For the purposes of implementing a full successors and complete release and discharge assigns of the Company Releasees, such Stockholder expressly acknowledges and agrees that this Agreement is intended the Company Releasees shall have no further liabilities or obligations to include in its effect, without limitation, all claims, other than those for indemnification, which he does not know or suspect to exist in his favor as Maxim Releasors under Section 3.32 of the date Underwriting Agreement. Excluded from the foregoing mutual general releases are any claims for enforcement of this Agreement, and that this Agreement contemplates the extinguishment of any such claim or claims. (c) The foregoing provisions of Section 2.13(a) and (b) shall not in any way be construed as any claim or admission by any the Company Releasee that the Company has acted wrongfully with respect to such Stockholder or to any other person, or that such Stockholder has any rights whatsoever against the Company.

Release of the Company. (a) As a material inducement to SETO to enter into this Agreement The Executive, on his own behalf and deliver on behalf of each of his heirs, personal representatives, executors, administrators, successors and assigns (the SETO Shares hereunder"Executive Releasors"), such Shareholder hereby irrevocably and unconditionally releasesremises, acquits, releases and forever discharges the Company Company, and each of its stockholderspast and present affiliates, predecessorsits and their past and present officers, successorsdirectors, partners, employees and agents, their respective successors and assigns, heirs, executors and administrators, the pension and employee benefit plans of the Company, and of its past and present affiliates, and the past and present trustees, administrators, agents, directors, officers, employees, representatives, attorneys, subsidiaries, affiliates (and agents, directors, officers, employees, representatives, and attorneys or employees of such divisions, subsidiaries, pension and affiliates), and all persons acting by, through, under, or in concert with any of them employee benefit plans (the Company and each of its stockholders, etc. are collectively the "The Company Releasees"), or acting in any capacity whatsoever, of them, and from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, manner of actions and causes of action, suits, rightsdebts, demandsclaims and demands whatsoever in law or in equity ("Claims"), costs, losses, debts and expenses which such Stockholder that any Executive Releasor now has, ownsmay ever have had or may have hereafter upon or by reason of any matter, cause or holdsthing occurring, done or claims omitted to have, own, or hold, or which he at any time heretofore had, owned, or held, or claimed to have, own or hold, or which he at any time hereafter may have, own, or hold, or claim to have, own, or hold, against each or any of the Company Releasees with respect to any events which occurred be done prior to the date of this Mutual Release that constitutes an "Employment-Related Claim" as defined below; provided, however, that this Mutual Release shall not apply to any Claim to the extent that such Claim (x) is based on willful misconduct or gross neglect or (y) arises under, or is preserved by, the Amended Employment Agreement between the Company and the Executive entered into as of March 13, 2002 (the "Employment Agreement. (b) "). For the purposes of implementing this Mutual Release, "Employment-Related Claim" means any Claim arising out of, or relating to, the Executive's employment by the Company, his services for the Company or any of its affiliates, his compensation from the Company and any of its affiliates, or his status as a full and complete release and discharge consultant, employee, officer or director of the Company ReleaseesCompany, such Stockholder expressly acknowledges that this Agreement is intended or of any of its affiliates, or to include in its effectthe termination of any of the foregoing, including, without limitation, all claimsany such Claim that arises under the Age Discrimination in Employment Act of 1967, other than those for indemnification, which he does not know or suspect to exist in his favor as amended (the "ADEA"); Title VII of the date Civil Rights Act of this Agreement1964, and that this Agreement contemplates as amended; the extinguishment Americans with Disabilities Act of 1990, as amended; the Pennsylvania Human Relations Act; any such claim other federal, state or claims. (c) The foregoing provisions local laws or regulations, any contract between any of Section 2.13(a) and (b) shall not in any way be construed as any claim or admission by any the Company Releasee that Releasees and the Company has acted wrongfully with respect to such Stockholder Executive; or to any other person, common law principle now or that such Stockholder has any rights whatsoever against the Companyhereafter recognized.

Release of the Company. As of the date hereof, each Investor for (ai) As a material inducement to SETO to enter into this Agreement itself and deliver the SETO Shares hereunder, such Shareholder hereby irrevocably and unconditionally releases, acquits, and forever discharges its affiliates (other than the Company to the extent the Company might otherwise be deemed to be an affiliate of such Investor) and each subsidiaries, predecessor and successor corporations or entities, (ii) any and all of its stockholderstheir respective past, predecessorspresent and future officers, successorsdirectors, assignsemployees, agents, directorsrepresentatives and attorneys, and (iii) any and all other persons, firms, corporations and entities that could or might act on its behalf, does hereby fully, finally and forever release, remise, discharge and acquit the Company, its affiliates and subsidiaries, predecessor and successor corporations or entities, any and all of their respective past, present and future managers, partners, officers, employees, representatives, attorneys, subsidiaries, affiliates directors (and agents, directors, officersincluding the Directors), employees, representativesagents, representatives and attorneys, permitted assigns and transferees, and attorneys of such divisions, subsidiaries, and affiliates), any and all persons acting byother persons, throughfirms, undercorporations and entities that could or might act on its behalf (collectively, or in concert with any of them (the Company and each of its stockholders, etc. are collectively the "The Company ReleaseesReleased Parties"), or any of them, from and against any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suitsdebts, damages, demands, offsets, payments, costs, attorneys' fees, obligations of every kind and nature, rights, demandsliabilities, costscharges, lossesexpenses, debts contracts, promises and expenses agreements (collectively, "Claims") arising out of conduct to date, whether direct or indirect, regardless of the legal theory upon which such Stockholder they are based, whether known or unknown, now has, owns, existing or holds, or claims to have, own, or hold, or which he arising at any time heretofore hadin the future, ownedand whether liquidated or unliquidated, including, but not limited to, (i) all Claims arising out of conduct to date relating to or heldarising from the acquisition, ownership, trading or claimed disposition of shares of the Company's Common Stock, (ii) all Claims arising out of conduct to havedate relating to breach of good faith or fair dealing or breach of the duty of care or any other similar fiduciary duty, own and (iii) all Claims arising out of conduct to date relating to or holdarising under any agreement, contract or which he at other arrangement, whether verbal or written, entered into prior to the Initial Closing, including the Prior Agreements. Notwithstanding the foregoing, it is further expressly agreed that the terms of this Section 1 shall not (i) release or otherwise discharge the obligations of the Company Released Parties under or pursuant to the Financing Documents, (ii) apply to any time hereafter may have, own, or hold, or claim to have, own, or hold, against each Claims such Investor (or any of its affiliates or other parties on whose behalf such Investor is releasing Claims) may have against the Sacane Parties or (iii) apply to any Claims such Investor (or any of its affiliates or other parties on whose behalf such Investor is releasing Claims) may have relating to (A) any breach by a Company Released Party of his or her duty of loyalty to the Company Releasees with respect to or its stockholders, (B) any events acts or omissions by a Company Released Party which occurred prior to the date involve intentional misconduct or a knowing violation of this Agreementlaw by him or her or (C) any transaction from which an improper personal benefit was derived by a Company Released Party. (b) For the purposes of implementing a full and complete release and discharge of the Company Releasees, such Stockholder expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all claims, other than those for indemnification, which he does not know or suspect to exist in his favor as of the date of this Agreement, and that this Agreement contemplates the extinguishment of any such claim or claims. (c) The foregoing provisions of Section 2.13(a) and (b) shall not in any way be construed as any claim or admission by any the Company Releasee that the Company has acted wrongfully with respect to such Stockholder or to any other person, or that such Stockholder has any rights whatsoever against the Company.

Release of the Company. (a) As a material inducement to SETO the Buyer’s willingness to enter into and perform this Agreement and deliver to purchase the SETO Seller Shares hereunderfor the consideration to be paid or provided to the Sellers in connection with such purchase, such Shareholder each Seller, on behalf of itself and each of its Affiliates and representatives, hereby irrevocably and unconditionally releases, acquits, releases and forever discharges the Company and each of its individual, joint or mutual, past, present and future Representatives, affiliates, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneyscontrolling Persons, subsidiaries, affiliates successors and assigns (individually, a “Releasee” and agentscollectively, directors, officers, employees, representatives, and attorneys of such divisions, subsidiaries, and affiliates), and all persons acting by, through, under, or in concert with any of them (the Company and each of its stockholders, etc. are collectively the "The Company “Releasees"), or any of them, ”) from any and all charges, complaints, claims, liabilitiesdemands, proceedings, causes of Action, orders, obligations, promisesContracts, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses Liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at Law and in equity, which such Stockholder Seller or any of its respective representatives now has, ownshave ever had or may hereafter have against the respective Releasees arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including, but not limited to, any rights to indemnification or reimbursement from the Company, whether pursuant to their respective charter, bylaws or any other charter documents, Contract or otherwise and whether or not relating to claims pending on, or holdsasserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligation of the Buyer arising under this Agreement or any obligation of the Company under, or claims to havein respect of, own, any employment agreement or hold, liability or which he at any time heretofore had, owned, or held, or claimed to have, own or hold, or which he at any time hereafter may have, own, or hold, or claim to have, own, or hold, against each or any of employment compensation arrangement between the Company Releasees with respect to any events which occurred prior to the date of this Agreementand such Seller. (b) For the purposes of implementing a full and complete release and discharge of the Company ReleaseesEach Seller hereby irrevocably covenants to refrain from, such Stockholder expressly acknowledges that this Agreement is intended directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to include in its effectbe commenced, without limitation, all claims, other than those for indemnification, which he does not know or suspect to exist in his favor as of the date of this Agreement, and that this Agreement contemplates the extinguishment any proceeding of any such claim or claimskind against any Releasee, based upon any matter purported to be released hereby. (c) The foregoing provisions Without in any way limiting any of the rights and remedies otherwise available to any Releasee, each Seller shall indemnify and hold harmless each Releasee from and against all Losses, whether or not involving third party claims, arising directly or indirectly from or in connection with (i) the assertion by or on behalf of such Seller or any of its Affiliates or Representatives of any claim or other matter purported to be released pursuant to this Section 2.13(a) 8.18 and (bii) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of such Seller or any of its Affiliates or Representatives against such third party of any claims or other matters purported to be released pursuant to this Release. For the avoidance of doubt, the indemnification in this Section 8.18(c) shall not be subject to the monetary limitations set forth in Article VI. (d) EACH SELLER ACKNOWLEDGES THAT IT HAS BEEN ADVISED OF THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES THAT: “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.” EACH SELLER BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHT SUCH SELLER MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTE OR COMMON LAW PRINCIPLE OF SIMILAR EFFECT. (e) In the event that any way be construed as any claim provision of this Section 8.18 is held invalid or admission unenforceable by any court of competent jurisdiction, the Company Releasee that other provisions of this Section 8.18 will remain in full force and effect. Any provision of this Section 8.18 held invalid or unenforceable only in part or degree will remain in full force and effect to the Company has acted wrongfully with respect to such Stockholder extent not held invalid or to any other person, or that such Stockholder has any rights whatsoever against the Companyunenforceable.

Release of the Company. (a) As a material inducement to SETO to enter into this Agreement and deliver In consideration of the SETO Shares Severance Benefits provided hereunder, such Shareholder hereby irrevocably and the covenants, obligations and undertakings of the Company hereunder, the Employee irrevocably, unconditionally and generally releases, acquits, acquits and forever discharges the Company Company, any related corporation, entity and affiliates of each of the foregoing, and each of its members, owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, subsidiaries, representatives and affiliates (and agents, directors, officers, employees, representatives, and attorneys of such divisions, subsidiaries, and affiliates)thereof, and all persons acting by, through, under, under or in concert with any of them (the Company and each of its stockholders, etc. are collectively the "The Company “Releasees"), or any of them, ”) from any and all claims, charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses which such Stockholder now has(including reasonable attorneys’ fees and costs actually incurred) of any nature whatsoever (collectively, owns“Claims”), and arising out of or holdsrelating to any matter or thing whatsoever including, but not limited to, any and all Claims whatsoever arising from the Employment Agreement, and the Employee’s employment with and separation from the Company (including without limitation, wrongful discharge and breach of contract), any and all Claims arising from federal, state or claims to havelocal statute or regulation (including without limitation Title VII of the Civil Rights Act of 1964, ownas amended, Americans with Disabilities Act, Age Discrimination in Employment Act, Family & Medical Leave Act, Fair Labor Standards Act, state and local laws against discrimination, state and local wage and hour and state and local labor laws), and any and all Claims arising under common law, whether in contract or hold, or which he at any time heretofore had, owned, or held, or claimed to have, own or hold, or which he at any time hereafter may have, own, or hold, or claim to have, own, or hold, against each or any in tort. Excluded from the scope of this Release of the Company Releasees with respect to any events which occurred prior to are the date of Company’s obligations under this Agreement. (b) For Agreement and the purposes of implementing a full Company’s indemnity obligations under the Delaware General Corporation Law and complete release and discharge the by-laws of the Company Releaseesfor the benefit of officers and directors, such Stockholder expressly acknowledges provided that this Agreement is intended to include in its effect, without limitation, all claims, other than those for indemnification, which he does not know or suspect to exist in his favor as of the date of this Agreement, and that this Agreement contemplates the extinguishment of any such claim or claims. (c) The foregoing provisions of Section 2.13(a) and (b) shall not in any way be construed as any claim or admission by any the Company Releasee that the Company has acted wrongfully with respect applicable conditions to such Stockholder or indemnification have been satisfied. The Company shall make available to Employee any other person, or director and officer liability insurance policy coverage that such Stockholder has any rights whatsoever against had been maintained during Employee’s employment with the Company, provided Employee has satisfied all coverage requirements.

Release of the Company. For the consideration set forth herein (aincluding, without limitation, the agreement of the Company to issue additional shares of Common Stock in accordance with paragraph 2 hereto) As a material inducement to SETO to enter into and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Securityholder, for itself and its affiliates, heirs, executors, assigns and personal representatives (collectively, for purposes of this Agreement Section 6, the "Derivative Claimants"), knowingly and deliver the SETO Shares hereundervoluntarily, such Shareholder hereby irrevocably and unconditionally releases, acquits, waives and forever discharges (for purposes of this Section 6, the Company "Release") the Company, and each of its stockholdersofficers, predecessorsdirectors, successorsemployees, assignsaffiliates, subsidiaries, agents, directors, officers, employees, representatives, attorneysaccountants, subsidiariescounsel, affiliates (and agents, directors, officers, employees, representativesshareholders, and attorneys the successors and assigns of each such divisionsperson (collectively, subsidiariesfor purposes of this Section 6, and affiliates), and all persons acting by, through, under, or in concert with any of them (the Company and each of its stockholders, etc. are collectively the "The Company ReleaseesReleased Parties"), or any of themfrom all claims, from any and all chargesdemands, complaints, claimsdamages, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rightsdebts, demandssums of money, costsjudgments and executions, losseswhatsoever, debts in law or in equity (collectively, for purposes of this Section 6, "Claims") of any kind, nature or description whatever, whether known or unknown (and expenses which if unknown, regardless of whether knowledge of the same may have affected the decision to make this Release) relating to (i) the acquisition of Shares, (ii) the ownership of such Stockholder now has, ownsShares by Securityholder prior to the Effective Date, or holds, or claims (iii) the accrual of any obligation to have, own, or hold, or which he at make any time heretofore had, owned, or held, or claimed payment pursuant to have, own or hold, or which he at any time hereafter may have, own, or hold, or claim to have, own, or hold, against each or any Section I.4(b) of the Company Releasees Preferred Stock Investment Agreement with respect to any events which occurred event occurring on or prior to October 21, 1998. Notwithstanding the date of this Agreement. (b) For foregoing, the purposes of implementing a full and complete release and discharge obligations of the Company Releaseesparties under the Certificate of Designations shall, such Stockholder except as expressly acknowledges that this Agreement is intended to include modified in its effect, without limitation, all claims, other than those for indemnification, which he does not know or suspect to exist in his favor as of the date of this Agreement, and that this Agreement contemplates the extinguishment of any such claim or claims. (c) The foregoing provisions of Section 2.13(a) and (b) shall not in any way be construed as any claim or admission by any the Company Releasee that the Company has acted wrongfully continue with respect to such Stockholder outstanding Shares and not be released hereby. In furtherance of the foregoing, Securityholder agrees on behalf of itself and the Derivative Claimants not to use or prosecute any action against any of the Released Parties with respect to any of the matters within the scope of this Release and agrees to hold each of the Released Parties harmless with respect to any such suit or prosecution in contravention of this section. Securityholder also specifically acknowledges that it is aware of and familiar with the provisions of California Civil Code Section 1542 which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED THIS SETTLEMENT WITH THE DEBTOR." Securityholder, being aware of this section hereby expressly waives and relinquishes all rights and benefits he may have thereunder as well as under any other person, statutes or that such Stockholder has any rights whatsoever against the Companycommon law principles of similar effect.

Release of the Company. (a) As a material inducement to SETO to enter into this Agreement The Executive covenants and deliver agrees that the SETO Shares hereunder, such Shareholder Executive hereby irrevocably and unconditionally releases, acquits, acquits and forever discharges the Company and Company, as well as each of its stockholders, predecessors, successors, assigns, agentsthe Company’s officers, directors, officers, employees, representatives, attorneys, subsidiaries, affiliates (successors and agents, directors, officers, employees, representatives, and attorneys of such divisions, subsidiaries, and affiliates), and all persons acting by, through, under, or in concert with any of them (agents being collectively referred to herein as the Company and each of its stockholders, etc. are collectively the "The Company “Releasees"”), or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts debts, and expenses (including attorneys’ fees and costs actually incurred), of any nature whatsoever, in law or equity, arising out of the Executive’s employment with the Company or his retirement from such employment or this Agreement, including, without limitation, all claims asserted or that could be asserted by the Executive against the Company in any litigation arising from summonses and complaints filed in federal, state or municipal court asserting any claim arising from any * Based on the representation by the Company that there is an authoritative opinion of outside counsel for the Company that no Change of Control has or will occur upon the Merger of the Company with Abitibi. /s/AMN /s/TDW alleged violation by the Releasees of any federal, state, or local statutes, ordinances, or common law or this Agreement, which such Stockholder the Executive now has, owns, or holds, or claims to have, own, own or hold, or which he at any time heretofore the Executive had, owned, or held, or claimed to have, own or hold, or which he hold at any time hereafter may have, own, or hold, or claim to have, own, or hold, against each or any of the Company Releasees with respect to any events which occurred prior to the date of this Agreement. (b) For the purposes of implementing a full and complete release and discharge of the Company Releasees, such Stockholder expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all claims, other than those for indemnification, which he does not know or suspect to exist in his favor as of the date before execution of this Agreement, and that this Agreement contemplates against any or all of the extinguishment Releasees. Notwithstanding the foregoing, the Executive specifically does not release any claims for the payment or provision of any such claim benefits or claimspayments under the Company’s tax-qualified pension plan and to post-retirement medical and life insurance benefits under the Company’s Supplemental Benefit Plan (the “SERP”).” Except as provided in this Amendment, the provisions in the Agreement continue in full force and effect. (c) The foregoing 4. All terms that are capitalized herein, but which are not defined herein, shall have the meanings ascribed to them in the Agreement. 5. All provisions of Section 2.13(a) the Agreement that have not been amended by this First Amendment shall remain in full force and (b) effect. Notwithstanding the foregoing, to the extent that there is any inconsistency between the provisions of the Agreement and the provisions of this First Amendment, the provisions of this First Amendment shall not control. 6. This First Amendment may be executed in any way be construed as any claim two or admission more counterparts, all of which when taken together, shall constitute one and the same agreement and shall become effective when one or more counterparts have been signed by any each party and delivered to the Company Releasee that the Company has acted wrongfully with respect to such Stockholder or to any other person, or that such Stockholder has any rights whatsoever against the Companyparty.

Release of the Company. (a) As a material inducement to SETO to enter into In consideration of the promises and covenants made in this Agreement and deliver the SETO Shares hereunderperformance thereof, such Shareholder hereby irrevocably the Investor, for itself and unconditionally releases, acquits, and forever discharges the Company and each of for its stockholders, predecessors, successors, assignsAffiliates, agents, current and former partners, shareholders, members, directors, officers, employees, representatives, attorneys, subsidiariesinsurers, affiliates predecessors, successors and assigns (together the “Investor Releasors”), hereby knowingly, voluntarily and unconditionally, other than as set forth herein, release, acquit and forever discharge, to the full extent permitted by law, the Company and its Subsidiaries (direct and indirect), Affiliates, and predecessor or successor companies, and each of its and their present, former and future agents, partners, shareholders, members, directors, officers, employees, representatives, and attorneys of such divisionsattorneys, subsidiariesinsurers, and affiliates), and all persons acting by, through, under, or in concert with any of them assigns (together the Company and each of its stockholders, etc. are collectively the "The “Company Releasees"”), or any of them, from any and all charges, complaints, claims, liabilities, grievances, obligations, promises, agreements, controversies, damagesDamages, actions, causes of action, suits, rights, demands, costs, losses, debts Damages and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, which such Stockholder the Investor Releasors now has, owns, or holds, or claims to have, own, or hold, or which he at any time heretofore had, owned, or held, or claimed claim to have, own or hold, or which he at any time heretofore, had owned or held, or claimed to have owned or held, or which the Investor Releasors at any time hereafter may have, own, or hold, or claim to have, ownhave owned or held against each, or hold, against each any or any of the Company Releasees with respect to any events which occurred prior to the date of this Agreement. (b) For the purposes of implementing a full and complete release and discharge all of the Company Releasees, such Stockholder expressly acknowledges that this Agreement is intended based upon, arising out of or in connection with any circumstances, matter or state of fact relating to include in its effect, without limitation, all claims, other than those for indemnification, which he does not know or suspect to exist in his favor as the Company Releasees from the beginning of the date of this Agreementworld to the Execution Date, and that this Agreement contemplates including, but not limited to, claims or rights under the extinguishment of Prior Agreements or under any such claim federal, state or claims. (c) The foregoing provisions of Section 2.13(a) and (b) shall not local statutory and/or common law in any way be construed as any claim regulating or admission by any affecting the Company Releasee that the Company has acted wrongfully with respect to such Stockholder or to any other person, or that such Stockholder has any rights whatsoever against the CompanyParties’ relationship.

Release of the Company. (a) As a material inducement to SETO to enter into this Agreement and deliver In consideration of the SETO Shares Settlement Benefits provided hereunder, such Shareholder hereby irrevocably and the covenants, obligations and undertakings of the Company hereunder, the Employee irrevocably, unconditionally and generally releases, acquits, acquits and forever discharges the Company Company, any related corporation, entity and affiliate of each of the foregoing, and each of its members, owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, employees and representatives, attorneys, subsidiaries, affiliates (and agents, directors, officers, employees, representatives, and attorneys of such divisions, subsidiaries, and affiliates), and all persons acting by, through, under, under or in concert with any of them (the Company and each of its stockholders, etc. are collectively the "The Company Releasees"), or any of them, ) from any and all claims, charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses which such Stockholder now has(including attorneys' fees and costs actually incurred) of any nature whatsoever (collectively, owns"Claims"), and arising out of or holdsrelating to any matter or thing whatsoever including, but not limited to, any and all Claims whatsoever arising from the Employment Agreement and the Employee's employment with and termination from the Company (including without limitation, wrongful discharge and breach of contract), any and all Claims arising from federal, state or claims to havelocal statute or regulation (including without limitation Title VII of the Civil Rights Act of 1964, ownas amended, Americans with Disabilities Act, Age Discrimination in Employment Act, Family & Medical Leave Act, Fair Labor Standards Act, state and local laws against discrimination, state and local wage and hour and state and local labor laws), and any and all Claims arising under common law, whether in contract or hold, or which he at any time heretofore had, owned, or held, or claimed to have, own or hold, or which he at any time hereafter may have, own, or hold, or claim to have, own, or hold, against each or any in tort. Excluded from the scope of this Release of the Company Releasees with respect to any events which occurred prior to are the date of Company's obligations under this Agreement. (b) For Agreement and the purposes of implementing a full Company's indemnity obligations under the Delaware General Corporation Law and complete release and discharge the by-laws of the Company Releaseesfor the benefit of officers and directors, such Stockholder expressly acknowledges provided that this Agreement is intended to include in its effect, without limitation, all claims, other than those for indemnification, which he does not know or suspect to exist in his favor as of the date of this Agreement, and that this Agreement contemplates the extinguishment of any such claim or claims. (c) The foregoing provisions of Section 2.13(a) and (b) shall not in any way be construed as any claim or admission by any the Company Releasee that the Company has acted wrongfully with respect applicable conditions to such Stockholder or indemnification have been satisfied. The Company shall make available to Employee any other person, or director and officer insurance policy coverage that such Stockholder has any rights whatsoever against had been maintained during Employee's employment with the Company, provided Employee has satisfied all coverage requirements.

Release of the Company. (a) As a material inducement to SETO to enter into a. In Consideration of this Agreement and deliver the SETO Shares hereunderother good and valuable consideration provided to Wheexxx xxxsuant hereto, such Shareholder hereby Wheexxx xxxeby irrevocably and unconditionally releases, acquitsand forever discharges, the Company, its affiliated companies, and forever discharges the Company their respective current and each of its former stockholders, predecessorsofficers, successorsdirectors, assignsemployees, agents, directorsadvisors, officers, employees, representatives, attorneys, subsidiaries, affiliates (benefit funds and agents, directors, officers, employees, representatives, and attorneys of such divisions, subsidiaries, and affiliates), and all persons acting by, through, under, or in concert with any of them administrators (the Company and each of its stockholders, etc. are collectively the "The Company ReleaseesReleases"), or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suitsclaims, demands, damages, rights, demandsremedies and liabilities of whatsoever kind or character, costsin law or equity, losseswhether known or unknown, debts and expenses which such Stockholder suspected or unsuspected, past or present, that he has ever had, may now has, ownshave, or holdsmay later have against any of the Releases, whether or not arising out of or related to Wheexxx'x xxxignment of intellectual property to the Company, employment and those services, or claims his position as a shareholder of the Company (hereinafter referred to haveas "Wheexxx'x Xxxims"), ownfrom the beginning of time to the date hereafter. b. To the fullest extent permitted by law, Wheexxx xxxees not to lodge any complaint in court, or holdwith any federal, state or local agency or any other forum, including without limitation arbitration, in any jurisdiction, arising out of or related to Wheexxx'x Xxxims or Wheexxx'x xxxloyment by or performance of services to or on behalf of the Company, or which any if the other Releases or the termination of that employment or other services. Wheexxx xxxeby represents and warrants that he at has brought no complaint, claim, charge or proceeding against any time heretofore hadof the Releases in any jurisdiction or c. Execution of this Agreement by Wheexxx xxxrates as a complete bar and defense against any and all of Wheexxx'x Xxxims in any charge, ownedcompliant, action, claim or held, or claimed to have, own or hold, or which he at any time hereafter may have, own, or hold, or claim to have, own, or hold, proceeding against each the Company or any of the Company Releasees with respect other Releasee, this Agreement may be raised as and shall constitute a complete bar to any events which occurred prior to such action, claim or proceeding and the date of this Agreement. (b) For Company, and/or the purposes of implementing a full and complete release and discharge of the Company other Releasees, such Stockholder expressly acknowledges that this Agreement is intended shall be entitled to include and shall recover from Wheexxx xxx costs incurred, including without limitations attorneys' fees, expenses and costs, in its effect, without limitation, all claims, other than those for indemnification, which he does not know or suspect to exist in his favor as of the date of this Agreement, and that this Agreement contemplates the extinguishment of defending against any such action, claim or claimsproceeding. (c) The foregoing provisions of Section 2.13(a) and (b) shall not in any way be construed as any claim or admission by any the Company Releasee that the Company has acted wrongfully with respect to such Stockholder or to any other person, or that such Stockholder has any rights whatsoever against the Company.

Release of the Company. (aExcept for any vested benefits to which the Executive is entitled under this Agreement, the Company’s 401(k) As a material inducement to SETO to enter into this Agreement and deliver the SETO Shares hereunder, such Shareholder hereby irrevocably and unconditionally releases, acquitsplan, and forever discharges applicable law, except for the Executive’s right to continue or convert his insurance benefits under applicable law and the Company’s plans, and except for the Company’s breach of this Agreement, to the maximum extent permitted by applicable law, the Executive RELEASES and FOREVER DISCHARGES the Company and each of its stockholdersaffiliated companies, including their and the Company’s parents, subsidiaries, divisions, partners, joint venturers, sister corporations, and as intended third-party beneficiaries, their predecessors, successors, heirs and assigns, agentsand their and the Company’s past, present and future owners, directors, officers, employeesmembers, representativesagents, attorneys, subsidiaries, affiliates (and agents, directors, officers, employees, representatives, trustees, administrators, fiduciaries and attorneys of such divisionsinsurers, subsidiariesjointly and severally, in their individual, fiduciary and affiliates), and all persons acting by, through, under, or in concert with any of them corporate capacities (the Company and each all of its stockholders, etc. are the foregoing being hereinafter collectively referred to as the "The “Company Releasees"”), or any of themand from, from and does hereby WAIVE, any and all chargesrights, complaintscontracts, notes, torts, claims, liabilitiesgrievances, obligations, promises, agreements, controversiesarbitrations, damages, actions, causes of action, and suits, whether or not now known, suspected, or claimed, which he ever had, now has or claims, or might hereafter have or claim against the Company Releasees, and each of them, relating to, directly or indirectly, any matter or thing occurring, in whole or in part, from the beginning of the world through the date hereof, including any and all rights, demandsclaims, costsgrievances, lossesarbitrations, debts and expenses which such Stockholder now has, ownssuits, or holds, or claims to have, own, or hold, or causes of action which he at has asserted or could assert (1) relating to his employment with the Company or his termination therefrom without “Cause” on the Separation Date, (2) relating to his Employment Agreement (unless rights thereunder are otherwise preserved by this Agreement), and (3) under the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act, the Civil Rights Act of 1991, the Americans with Disabilities Act, and the employment, labor, wage and discrimination laws of the United States, California, and Nevada and their subdivisions, all as amended. The Executive recognizes that, among other things, he is releasing the Company of any time and all claims he might have against the Company for discrimination based on age. The Executive represents and warrants that he has not heretofore hadassigned or transferred to any person or entity any of the matters released under this Section 8(A), owned, nor has he filed any charges or held, or claimed to have, own or hold, or which he at any time hereafter may have, own, or hold, or claim to have, own, or hold, complaints against each or any of the Company Releasees with respect any governmental or administrative agency or court. Executive further promises and agrees that, except for breaches of this Agreement or the surviving provisions of his Employment Agreement, to the fullest extent recognized by law, neither Executive nor any person, organization or entity acting on Executive’s behalf will ever file or institute any suit or action at law or in equity or arbitration, alleging any claim Executive had or now has, relating to or arising out of Executive’s employment with the Company or the separation of that employment. Further, except for breaches of this Agreement or the surviving provisions of his Employment Agreement, in any legally permissible or authorized proceeding, Executive waives all rights to any events which occurred prior to the date form of this Agreement. (b) For the purposes of implementing a full and complete release and discharge of the Company Releaseesrecovery, such Stockholder expressly acknowledges that this Agreement is intended to include in its effectcompensation, without limitation, all claims, or other than those for indemnification, which he does not know remedy or suspect to exist in his favor as of the date of this Agreement, and that this Agreement contemplates the extinguishment relief of any such claim or claimskind. (c) The foregoing provisions of Section 2.13(a) and (b) shall not in any way be construed as any claim or admission by any the Company Releasee that the Company has acted wrongfully with respect to such Stockholder or to any other person, or that such Stockholder has any rights whatsoever against the Company.

Release of the Company. (a) As a material inducement to SETO to enter into In consideration of the provisions and agreements contained in this Agreement Agreement, including, without limitation, the payment of the Purchase Price, as of the Effective Time, Shareholder, for himself, herself or itself and deliver his, her or its affiliates, heirs, personal representatives and assigns (collectively, the SETO Shares hereunder“Releasing Parties”), such Shareholder hereby irrevocably and unconditionally releases, acquits, waives and forever discharges the Company Company, and each of its stockholderspast, predecessors, successors, assigns, agents, directors, present and future officers, directors employees, representativesinsurers, attorneys, subsidiariesaccountants, affiliates successors and assigns (and agentscollectively, directors, officers, employees, representatives, and attorneys of such divisions, subsidiaries, and affiliates), and all persons acting by, through, under, or in concert with any of them (the Company and each of its stockholders, etc. are collectively the "The Company Releasees"), or any of them, “Released Parties”) from any and all chargesclaims, complaintsdemands, claimsproceedings, causes of action (including, without limitation, breach of contract, breach of fiduciary duty, fraud and the like), orders, obligations, damages, interest, agreements, debts, liabilities, obligationsattorneys’ fees and expenses, promiseswhatsoever, agreementswhether in law or equity (collectively, controversies“Claims and Damages”), damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses which such Stockholder the Releasing Parties now has, owns, or holds, or claims to have, own, have ever had or hold, or which he at any time heretofore had, owned, or held, or claimed to may hereafter have, own whether now known or holdunknown, foreseen or which he at any time hereafter may haveunforeseen, own, matured or hold, or claim to have, own, or holdunmatured, against each the respective Released Parties arising contemporaneously with or any of the Company Releasees with respect to any events which occurred prior to the date Effective Time that relate in any way to the Releasing Parties’ ownership interest or investment in the Shares. The Releasing Parties hereby irrevocably covenant to refrain from, directly or indirectly, asserting any Claims and Damages, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Released Party, based upon any matter released hereby. If any provision of the release contained in this Section 8 is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of such release will remain in full force and effect. Any provision of the release contained in this Section 8 held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. Notwithstanding anything herein to the contrary, the Releasing Parties do not release any claims or rights of any type or kind to enforce the terms of this AgreementAgreement against the Company. (b) For Each Releasing Party is aware that it may hereafter discover facts in addition to or different from those he, she or it now knows or believes to be true with respect to the purposes subject matter of implementing the release provided for in this Section 8; provided, however, it is the intention of each Releasing Party that such release shall be effective as a full and complete final accord and satisfactory release of each and discharge every matter specifically or generally referred to in this Section 8. In furtherance of the Company Releaseesthis intention, such Stockholder each Releasing Party expressly acknowledges that this Agreement is intended to include in its effect, without limitation, waives and relinquishes any and all claims, rights or benefits that it may have under Section 1542 of the California Civil Code (“Section 1542”), and any similar provision in any other than those for indemnificationjurisdiction, which he provides as follows: “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 Each Releasing Party acknowledges and agrees that Section 1542, and any similar provision in any other jurisdiction, if they exist, are designed to protect a party from waiving claims which it does not know exist or suspect to exist may exist. Nonetheless, each Releasing Party agrees that the waiver of Section 1542 and any similar provision in his favor as any other jurisdiction is a material portion of the date of releases intended by this AgreementSection 8, and that this Agreement contemplates the extinguishment of it therefore intends to waive all protection provided by Section 1542 and any such claim or claims. (c) The foregoing provisions of Section 2.13(a) and (b) shall not other similar provision in any way be construed as any claim or admission by any the Company Releasee that the Company has acted wrongfully with respect to such Stockholder or to any other personjurisdiction. EACH RELEASING PARTY FURTHER ACKNOWLEDGES AND AGREES THAT IT IS AWARE THAT IT MAY HEREAFTER DISCOVER CLAIMS OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE IT NOW KNOWS OR BELIEVES TO BE TRUE WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, or that such Stockholder has any rights whatsoever against the CompanyIT INTENDS TO FULLY, FINALLY AND FOREVER RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATIVE THERETO, WHICH DO NOW EXIST, MAY EXIST, OR HERETOFORE HAVE EXISTED BETWEEN SUCH PARTY, ON THE ONE HAND, AND THE RELEASED PARTIES, ON THE OTHER HAND. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES GIVEN HEREIN SHALL BE AND REMAIN IN EFFECT AS FULL AND COMPLETE GENERAL RELEASES OF ALL SUCH MATTERS, NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATIVE THERETO.