Common use of Release, Waiver and Covenant Not To Sue Clause in Contracts

Release, Waiver and Covenant Not To Sue. 2.1 Effective automatically as of the Excess Distribution Date, and regardless of whether the Settlement Agreement receives preliminary approval or final approval by the MDL Court or whether there is a Final Effective Date, the GUC Trust, on behalf of itself, as well as, to the fullest extent permitted under the Old GM Plan and applicable law, the Old GM Bankruptcy Estates (but excluding, for the avoidance of doubt, the Motors Liquidation Company Avoidance Action Trust, the MLC Asbestos PI Trust, and the Environmental Response Trust), and each of their past, present, and future Unitholders, administrators, monitors, representatives, agents, counsel, trustees, insurers, reinsurers, subsidiaries, corporate parents, predecessors, successors, indemnitors, subrogees, assigns, and any natural, legal or juridical person or entity asserting any claim on behalf of or in respect of the GUC Trust (collectively, the “GUC Trust Releasing Parties”), fully, finally and forever releases, relinquishes, acquits, waives, discharges with prejudice, covenants not to sue, and holds harmless the New GM Released Parties, from any and all claims, demands, suits, arbitrations, mediations, petitions, liabilities, causes of action, rights, and damages of any nature whatsoever (including, but not limited to, compensatory, benefit-of-the-bargain, diminished value, lost time, lost earnings, out-of-pocket, injunctive or other equitable relief, exemplary, punitive, penalties, liens, expert and/or attorneys’ fees or by multipliers), whether past, present, or future, mature or not yet mature, existing now or arising in the future, whether or not concealed or hidden, developed or undeveloped, foreseen or unforeseen, known or unknown, suspected or unsuspected, contingent or non-contingent, derivative or direct, asserted or un-asserted, liquidated or unliquidated, whether or not such claims were or could have been raised or asserted, and whether based on federal, state or local law, statute, ordinance, regulation, code, contract, common law, consumer fraud, unfair business practices, fraudulent concealment, unjust enrichment, gross negligence, recklessness, willful misconduct, violation of the federal Racketeer Influenced and Corrupt Organizations Act or any similar state law, or any other source or theory, which any of the GUC Trust Releasing Parties had, now has or have, or hereafter can, shall or may have, or could assert directly or indirectly in any forum against the New GM Released Parties, in each case arising out of, due to, resulting from, connected with, or involving or relating in any way to, directly or indirectly, the subject matter of the Actions, the Recalls, the Subject Vehicles, the Bankruptcy Case, the Sale Agreement, the Adjustment Shares, the Letter Regarding Adjustment Shares, the Old GM Plan, or the GUC Trust Agreement (the “GUC Trust Release”). For the avoidance of doubt, the GUC Trust Release includes, but is not limited to, any and all claims that would directly or indirectly require New GM to issue any Adjustment Shares, regardless of (i) the aggregate amount of allowed general unsecured claims, whether estimated or otherwise determined, asserted or allowed in any Court, including the Bankruptcy Court, and (ii) any provision to the contrary in the Sale Agreement, the Letter Regarding Adjustment Shares, the GUC Trust Agreement, the Old GM Plan, or any other agreement.

Release, Waiver and Covenant Not To Sue. 2.1 Effective automatically as of the Excess AAT Distribution Date, and regardless of whether the Settlement Agreement receives preliminary approval or final approval by the MDL Court or whether there is a Final Effective Date, the GUC TrustAAT, on behalf of itself, as well as, to the fullest extent permitted under the Old GM Plan and applicable law, the Old GM Bankruptcy Estates (but excluding, for the avoidance of doubt, the Motors Liquidation Company Avoidance Action GUC Trust, the MLC Asbestos PI Trust, and the Environmental Response Trust), and each of their past, present, and future Unitholdersunitholder, beneficiaries, administrators, monitors, representatives, agents, counsel, trustees, insurers, reinsurers, subsidiaries, corporate parents, predecessors, successors, indemnitors, subrogees, assigns, and any natural, legal or juridical person or entity asserting any claim on behalf of or in respect of the GUC Trust AAT (collectively, the “GUC Trust AAT Releasing Parties”), fully, finally and forever releases, relinquishes, acquits, waives, discharges with prejudice, covenants not to sue, and holds harmless the New GM Released Parties, from any and all claims, demands, suits, arbitrations, mediations, petitions, liabilities, causes of action, rights, and damages of any nature whatsoever (including, but not limited to, compensatory, benefit-of-the-bargain, diminished value, lost time, lost earnings, out-of-pocket, injunctive or other equitable relief, exemplary, punitive, penalties, liens, expert and/or attorneys’ fees or by multipliers), whether past, present, or future, mature or not yet mature, existing now or arising in the future, whether or not concealed or hidden, developed or undeveloped, foreseen or unforeseen, known or unknown, suspected or unsuspected, contingent or non-contingent, derivative or direct, asserted or un-asserted, liquidated or unliquidated, whether or not such claims were or could have been raised or asserted, and whether based on federal, state or local law, statute, ordinance, regulation, code, contract, common law, consumer fraud, unfair business practices, fraudulent concealment, unjust enrichment, gross negligence, recklessness, willful misconduct, violation of the federal Racketeer Influenced and Corrupt Organizations Act or any similar state law, or any other source or theory, which any of the GUC Trust AAT Releasing Parties had, now has or have, or hereafter can, shall or may have, or could assert directly or indirectly in any forum against the New GM Released Parties, in each case arising out of, due to, resulting from, connected with, or involving or relating in any way to, directly or indirectly, the subject matter of the Actions, the Recalls, the Subject Vehicles, the Bankruptcy Case, the Sale Agreement, the Adjustment Shares, the Letter Regarding Adjustment Shares, the Old GM Plan, or the GUC Trust Agreement (the “GUC Trust Release”). For the avoidance of doubt, the GUC Trust Release includes, but is not limited to, any and all claims that would directly or indirectly require New GM to issue any Adjustment Shares, regardless of (i) the aggregate amount of allowed general unsecured claims, whether estimated or otherwise determined, asserted or allowed in any Court, including the Bankruptcy Court, and (ii) any provision to the contrary in the Sale Agreement, the Letter Regarding Adjustment Shares, the GUC Trust Agreement, or the Old GM Plan, or any other agreementAAT Agreement (the “AAT Release”).

Release, Waiver and Covenant Not To Sue. 2.1 Effective automatically as of the Excess Distribution Date, and regardless of whether the Settlement Agreement receives preliminary approval or final approval by the MDL Court or whether there is a Final Effective Date, the GUC TrustI, on behalf of itselfmyself, as well asany minor child on whose behalf this Agreement is executed and each of our Related Persons, hereby voluntarily and irrevocably and forever release, waive and discharge (and covenant not to the fullest extent permitted under the Old GM Plan and applicable lawsue), Xxxxxx Xxxxxxx Sports & Entertainment, Devils Arena Entertainment LLC, New Jersey Devils LLC, the Old GM Bankruptcy Estates (but excluding, for Housing Authority of the avoidance City of doubtNewark, the Motors Liquidation Company Avoidance Action TrustCity of Newark and their respective parents, the MLC Asbestos PI Trustaffiliates, subsidiaries, sponsors and the Environmental Response Trust)contractors, and each officer, director, governor, regent, member, trustee, employee, volunteer, licensor, licensee, insurer, sponsor, partner, principal, representative and agent of their past, presenteach of the foregoing, and future Unitholders, administrators, monitors, representatives, agents, counsel, trustees, insurers, reinsurers, subsidiaries, corporate parents, predecessors, successors, indemnitors, subrogees, assigns, and any natural, legal or juridical person or entity asserting any claim on behalf of or in respect all of the GUC Trust foregoing’s respective successors and assigns (collectively, the “GUC Trust Releasing Released Parties”), fully, finally and forever releases, relinquishes, acquits, waives, discharges ) from (or with prejudice, covenants not to sue, and holds harmless the New GM Released Parties, from respect to) any and all claims, demands, suits, arbitrations, mediations, petitions, liabilities, causes of actionaction and claims for damages, rightswhether past, present or future, and damages of any nature whatsoever (whether known or unknown, including, but not limited to, compensatoryclaims arising out of or in connection with my death, benefitpersonal injury, illness, temporary or permanent disability, suffering of short-ofterm or long-the-bargainterm health effects, diminished valueeconomic loss, lost time, lost earnings, out-of-pocket, injunctive or other equitable relief, exemplary, punitive, penalties, liens, expert and/or attorneys’ fees or by multipliers), whether past, presentout of pocket expenses, or futureloss of or damage to property, mature or not yet maturewhich I, existing now or arising in the future, whether or not concealed or hidden, developed or undeveloped, foreseen or unforeseen, known or unknown, suspected or unsuspected, contingent or non-contingent, derivative or direct, asserted or un-asserted, liquidated or unliquidated, whether or not such claims were or could have been raised or asserted, and whether based any minor child on federal, state or local law, statute, ordinance, regulation, code, contract, common law, consumer fraud, unfair business practices, fraudulent concealment, unjust enrichment, gross negligence, recklessness, willful misconduct, violation of the federal Racketeer Influenced and Corrupt Organizations Act or any similar state lawwhose behalf this Agreement is executed, or any other source our Related Persons may have or theory, which hereafter accrue against any of the GUC Trust Releasing Released Parties had, now has as a result of or have, or hereafter can, shall or may have, or could assert directly or indirectly that relate in any forum against way to (I) my exposure to or contraction or transmission of COVID- 19; (ii) my participation in the New GM Released PartiesActivities; (iii) my travel to or presence within the Facility or any area in or around Prudential Center or compliance with any Prudential Center Protocols; (Iv) my exposure to other persons within the Facility or in or around Prudential Center (including persons who may not have complied with or been subject to the Prudential Center Protocols); or (v) any of the risks or dangers identified above in Section 1, each of which I have knowingly and voluntarily assumed and legal recourse for which I have knowingly, voluntarily and irrevocably waived, in each case arising out ofwhether caused by any action, due toinaction, resulting fromfault, connected with, misconduct or involving negligence of any Released Party or relating in any way to, directly or indirectly, otherwise. I further agree to defend and indemnify the subject matter of the Actions, the Recalls, the Subject Vehicles, the Bankruptcy Case, the Sale Agreement, the Adjustment Shares, the Letter Regarding Adjustment Shares, the Old GM Plan, or the GUC Trust Agreement (the “GUC Trust Release”). For the avoidance of doubt, the GUC Trust Release includes, but is not limited to, Released Parties from and against any and all claims that would directly or indirectly require New GM to issue any Adjustment Shares, regardless of (i) the aggregate amount of allowed general unsecured claims, whether estimated suits, actions, actions and legal proceedings that may be instituted on Participant’s or otherwise determined, asserted or allowed in any Court, including the Bankruptcy Court, and (ii) any provision to the contrary in the Sale Agreement, the Letter Regarding Adjustment Shares, the GUC Trust Agreement, the Old GM Plan, or any other agreementmy behalf.