Common use of Releases and Indemnity Clause in Contracts

Releases and Indemnity. (a) In consideration of this Amendment and the agreements of the Agent and, in respect of the Credit Party Releasors, the Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, (x) each Credit Party, each on behalf of itself and its successors, assigns, and other legal representatives (collectively, the “Credit Party Releasors”), hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent, solely in its capacity as Agent, the Lenders, solely in their capacities as Lenders, and their respective successors and assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (the Agent and all such other Persons not affiliated with the Lenders being hereinafter referred to collectively as the “Agent Releasees” and individually as an “Agent Releasee” and each Lender and all other Persons affiliated with the Lenders being hereinafter referred to as the “Lender Releasees” and individually as a “Lender Releasee”) of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses (other than a defense of indefeasible payment in full), rights of setoff, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which each Credit Party Releasor may now or hereafter own, hold, have or claim to have against the Agent Releasees, the Lender Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Agreement, for or on account of, or in relation to, or in any way in connection with the Credit Agreement or any of the other Loan Documents or transactions thereunder and (y) each undersigned Lender, each on behalf of itself and its successors, assigns, and other legal representatives (collectively, the “Lender Releasors”), hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges the Agent Releasees, of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which each Lender Releasor may now or hereafter own, hold, have or claim to have against the Agent Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever (collectively, the “Claims”) which arises at any time on or prior to the day and date of this Agreement, for or on account of, or in relation to, or in any way in connection with the Amended Credit Agreement or any of the other Loan Documents or transactions thereunder, in each case in the foregoing clauses (x) and (y), other than (i) any Claim arising from the gross negligence or willful misconduct of a Released Party as determined by a court of competent jurisdiction in a final non-appealable judgment or (ii) to enforce this Amendment or any transaction, contract, instrument, release, or other agreement or document created or entered into in connection herewith; provided that for the avoidance of doubt, nothing in this Section 9(a) shall affect continuing obligations of the Agent Releasees or the Lender Releasees under the Credit Agreement or any other Loan Document. (b) Notwithstanding anything to the contrary in the Credit Agreement or any Loan Document and subject to the provisions set forth in Section 13.14(b) of the Credit Agreement, each Credit Party agrees to defend, indemnify, pay and hold harmless, each of the Agent (and each sub-agent thereof) and each of their respective Related Parties (each, a “Protected Person”), from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, out-of-pocket costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable and documented fees, expenses and other charges of counsel and consultants in connection with any investigative, administrative or judicial proceeding or hearing commenced or threatened by any Person (including by any Credit Party or any Affiliate thereof), and any fees or expenses incurred by the Protected Persons in enforcing this indemnity), whether direct, indirect, special, consequential or otherwise and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable causes of action or on contract or otherwise, that may be imposed on, incurred by or asserted against such Protected Person, in any manner relating to or arising out of this Agreement, the Credit Agreement or the transactions contemplated hereby or thereby, in each case, to the extent required pursuant to Section 13.14(b) of the Credit Agreement, except that Credit Parties shall have no obligation hereunder to a Protected Person with respect to any liability resulting from the gross negligence or willful misconduct of such Protected Person, as determined by a final non-appealable judgment of a court of competent jurisdiction.

Releases and Indemnity. (a) In consideration of this Amendment 7. CS, its representatives, attorneys, agents, successors, assigns and the agreements of the Agent and, in respect of the Credit Party Releasors, the Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, (x) each Credit Party, each all persons acting on behalf of itself and its successorsor asserting claims on behalf of CS hereby completely RELEASE, assignsACQUIT, and other legal representatives (collectivelyFOREVER DISCHARGE, the “Credit Party Releasors”)Water Now and King, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent, solely in its capacity as Agent, the Lenders, solely in their capacities as Lenders, and together with their respective past, present and future attorneys, agents, servants, representatives, employees, subsidiaries, affiliates, partners, heirs, predecessors and successors in interest and assigns, and all other persons, firms, corporations, with whom any of the former have been, are now, or may hereinafter be affiliated (collectively, “Water Now, King, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (the Agent Representatives”) from any and all such other Persons not affiliated with the Lenders being hereinafter referred to collectively as the “Agent Releasees” and individually as an “Agent Releasee” and each Lender and all other Persons affiliated with the Lenders being hereinafter referred to as the “Lender Releasees” and individually as a “Lender Releasee”) of and from all claims, demands, obligations, actions, causes of action, suitsrights, covenantsdamages, contractscosts, controversiesexpenses, agreements, promises, sums of money, accounts, bills, reckonings, damages claims for prejudgment and any post-judgment interest and all other claims, counterclaims, defenses (other than a defense of indefeasible payment in full), rights of setoff, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which each Credit Party Releasor may now or hereafter own, hold, have or claim to have against the Agent Releasees, the Lender Releasees or any of them for, upon, or by reason compensation of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Agreement, for or on account of, or in relation to, or in any way in connection with the Credit Agreement or any of the other Loan Documents or transactions thereunder and (y) each undersigned Lender, each on behalf of itself and its successors, assigns, and other legal representatives (collectively, the “Lender Releasors”), hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges the Agent Releasees, of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which each Lender Releasor may now or hereafter own, hold, have or claim to have against the Agent Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing nature whatsoever (collectively, the “Claims”) ), whether such Claims are known or unknown, fixed or contingent, which arises at any time on or prior to the day and date of this AgreementCS has ever had, for or on account ofnow has, or in relation towhich CS may claim to have against Water Now, King and their Representatives because of any matter or thing done or omitted that in any way directly or indirectly arises out or relates to the Agreement. 8. Water Now and King, as well as their respective representatives, attorneys, agents, successors, assigns and all persons acting on behalf of or asserting claims on behalf of WN, hereby completely RELEASE, ACQUIT and FOREVER DISCHARGE, CS, together with its respective past, present and future officers, directors, stockholders, attorneys, agents, servants or representatives, employees, subsidiaries, affiliates, partners, heirs, predecessors and successors in connection interest and assigns and all other persons, firms or corporations with the Amended Credit Agreement or whom any of the other Loan Documents former have been, are now or transactions thereundermay hereinafter be affiliated (collectively, in each case in the foregoing clauses (x) “CS and (y), other than (i) any Claim arising from the gross negligence or willful misconduct of a Released Party as determined by a court of competent jurisdiction in a final non-appealable judgment or (ii) to enforce this Amendment or any transaction, contract, instrument, release, or other agreement or document created or entered into in connection herewith; provided that for the avoidance of doubt, nothing in this Section 9(a) shall affect continuing obligations of the Agent Releasees or the Lender Releasees under the Credit Agreement or any other Loan Document. (b) Notwithstanding anything to the contrary in the Credit Agreement or any Loan Document and subject to the provisions set forth in Section 13.14(b) of the Credit Agreement, each Credit Party agrees to defend, indemnify, pay and hold harmless, each of the Agent (and each sub-agent thereof) and each of their respective Related Parties (each, a “Protected Personits Representatives”), from and against any and all liabilitiesclaims, demands, obligations, lossesactions, causes of actions, rights, damages, penalties, claims, actions, judgments, suits, out-of-pocket costs, expenses expenses, claims for prejudgment and disbursements post-judgment interest, compensation of any kind or nature whatsoever whatsoever, (including collectively, the reasonable and documented fees, expenses and other charges of counsel and consultants in connection with any investigative, administrative or judicial proceeding or hearing commenced or threatened by any Person (including by any Credit Party or any Affiliate thereof), and any fees or expenses incurred by the Protected Persons in enforcing this indemnity“Claims”), whether directsuch Claims are known or unknown, indirectfixed or contingent, specialwhich Water Now or King has ever had, consequential now has, or otherwise which Water Now or King may claim to have against CS and whether based on its Representatives because of any federal, state matter or foreign laws, statutes, rules thing done or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable causes of action or on contract or otherwise, omitted that may be imposed on, incurred by or asserted against such Protected Person, in any manner relating way directly or indirectly arises out or relates to or the Agreement. 9. The foregoing mutual releases do not release any obligation created by this Settlement Agreement. 10. The parties acknowledge that the purpose of this Agreement is to establish closure and liquidation of all possible claims arising out of this Agreement, the Credit Agreement or the transactions contemplated hereby or thereby, in each case, relating to the extent required pursuant to Section 13.14(b) Agreement. The Parties acknowledge that foregoing releases do not encompass potential claims for patent infringement, trade secret misappropriation, or disclosure of the Credit Agreement, except that Credit Parties shall have no obligation hereunder to a Protected Person with respect to any liability resulting from the gross negligence or willful misconduct of such Protected Person, as determined by a final non-appealable judgment of a court of competent jurisdictionconfidential information.

Releases and Indemnity. Effective as of the Closing: (ai) In consideration of this Amendment The parties hereby grant the following releases: (1) Seller and the agreements of the Agent andNaylors, in respect of the Credit Party Releasors, the Lenders contained herein on their own behalf and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, (x) each Credit Party, each on behalf of itself and its successorstheir respective agents, assigns, predecessors, successors, heirs, executors, administrators, representatives, beneficiaries, officers, directors, managers, shareholders, partners, members, trustees, successors-in-interest and other legal representatives Affiliates (collectively, the “Credit Party ReleasorsSeller Group”), and each or any of them, hereby absolutelygenerally release, unconditionally and irrevocably releasesremise, remises acquit and forever discharges Agent, solely in its capacity as Agent, discharge Buyer and the Lenders, solely in their capacities as Lenders, Company and each of their respective successors and agents, assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directorssuccessors, heirs, executors, administrators, representatives, beneficiaries, officers, attorneysdirectors, employeesmanagers, agents shareholders, partners, members, trustees, successors-in-interest and other representatives Affiliates (collectively, the Agent “Buyer Released Group”) from any and all such other Persons not affiliated with the Lenders being hereinafter referred to collectively as the “Agent Releasees” and individually as an “Agent Releasee” and each Lender and all other Persons affiliated with the Lenders being hereinafter referred to as the “Lender Releasees” and individually as a “Lender Releasee”) of and from all claims, counterclaims, rights, demands, actionscosts, damages, losses, liabilities, actions and causes of action, suitsin each case, covenantsof any kind, contractsnature or character whatsoever, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses (other than a defense of indefeasible payment at law or in full), rights of setoff, demands and liabilities whatsoever of every name and natureequity, known or unknownunknown or hereafter discovered, suspected or unsuspected, both at law and in equityforeseen or unforeseen, real or imaginary, actual or potential, asserted or unasserted, liquidated or unliquidated, fixed or contingent, direct or derivative or subrogated, accrued or unaccrued (collectively, “Claims”), which each Credit Party Releasor any member of the Seller Group has, may now or hereafter own, hold, have or claim to could have against any member of the Agent Releasees, the Lender Releasees or any of them Buyer Released Group for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Agreement, for or on account of, or in relation to, connection with or in any way pertaining to, related in any way to or on account of any acts, events or matters arising that exist as of the Closing or existed at any time in the past, pertaining to any event occurring from the beginning of time to and including the Closing, including, without limitation, any Claims that have or could have been, or can or could ever be, asserted in connection with (A) the Credit ownership, operation and/or business of the Company, (B) the Naylors’ service as Nxxxxx Group Managers, (C) Company’s obligation to pay the Non-compete Payment (as defined in the Company Operating Agreement) pursuant to Section 6.09(c) of the Company Operating Agreement, whether before, at or after the Closing, (D) the Company’s and its Affiliates’ (including, without limitation, Buyer’s) obligation to comply with, Section 6.09(a)(ii) of the Company Operating Agreement but only to the extent it would otherwise prohibit the Company and its Affiliates (including Buyer) from soliciting or accepting business from a producer of business for the Elite Group (as defined in the Company Operating Agreement) which is of a type that constitutes the Business (as defined in the Company Operating Agreement), whether before, at or after the Closing, and (E) Company’s and its Affiliates’ (including, without limitation, Buyer’s obligation to pay, any management, services or any other fees to Seller, the Naylors and/or their respective Affiliates for any period following the Closing. The foregoing release shall not, however, apply to (I) Buyer’s duties, obligations and liability under this Agreement, the Buyer Note and the Escrow Agreement and (II) the Company’s indemnity obligations under Section 7.01 of the other Loan Documents or transactions thereunder Company Operating Agreement in connection with any Proceedings (as defined in Section 7.01(d) of the Company Operating Agreement) involving third party claims made against the Naylors acting in their Indemnified Capacities (as defined in Article 7 of the Company Operating Agreement). (2) Buyer and (y) each undersigned LenderCompany, each on their own behalf and on behalf of itself and its successorstheir respective agents, assigns, predecessors, successors, heirs, executors, administrators, representatives, beneficiaries, officers, directors, managers, shareholders, partners, members, trustees, successors-in-interest and other legal representatives Affiliates (collectively, the “Lender ReleasorsBuyer Group”), hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges the Agent Releasees, of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which each Lender Releasor may now or hereafter own, hold, have or claim to have against the Agent Releasees or any of them forthem, uponhereby generally release, or by reason remise, acquit and forever discharge Seller and the Naylors and each of any circumstancetheir respective agents, actionassigns, cause or thing whatsoever predecessors, successors, heirs, executors, administrators, representatives, beneficiaries, officers, directors, managers, shareholders, partners, members, trustees, successors-in-interest and Affiliates (collectively, the “ClaimsSeller Released Group”) from any and all Claims, which arises at any time on member of the Buyer Group has, may have or prior to could have against any member of the day and date of this AgreementSeller Released Group for, for or on account of, or in relation to, connection with or in any way pertaining to, related in any way to or on account of any acts, events or matters arising that exist as of the Closing or existed at any time in the past, pertaining to any event occurring from the beginning of time to and including the Closing, including, without limitation, any Claims that have or could have been, or can or could ever be, asserted in connection with (A) the Amended Credit ownership, operation and/or business of the Company, and (B) the Naylors’ service as Nxxxxx Group Managers. The foregoing release shall not, however, apply to (I) the Seller’s and the Naylors’ duties, obligations and liability under this Agreement and the Escrow Agreement or any (II) the Company’s defenses and rights under Article 7 of the other Loan Documents Company Operating Agreement. (ii) Seller and the Naylors shall, jointly and severally, indemnify the Buyer Released Group and hold each of them harmless from and against and pay on behalf of or transactions thereunderreimburse members of the Buyer Released Group in respect of any and all claims, costs, expenses, losses and damages (including reasonable attorneys’ fees) which any such member of the Buyer Released Group may suffer, sustain or become subject to, as a result of, in each case in the foregoing clauses (x) and (y)connection with, other than relating or incidental to or by virtue of, (i) any Claim arising from inaccuracy in any representation or the gross negligence breach of any warranty made by Seller in this Agreement or willful misconduct of a Released Party as determined by a court of competent jurisdiction in a final non-appealable judgment or any certificate required to be delivered pursuant hereto, and/or (ii) to enforce this Amendment or any transaction, contract, instrument, release, or other agreement or document created or entered into in connection herewith; provided that for the avoidance of doubt, nothing in this Section 9(a) shall affect continuing obligations of the Agent Releasees breach by Seller or the Lender Releasees under the Credit Agreement Naylors of any covenant or any other Loan Documentagreement to be performed by either of them hereunder. (biii) Notwithstanding anything to Buyer and the contrary in Company shall, jointly and severally, indemnify the Credit Agreement or any Loan Document and subject to the provisions set forth in Section 13.14(b) of the Credit Agreement, each Credit Party agrees to defend, indemnify, pay Seller Released Group and hold harmless, each of the Agent (and each sub-agent thereof) and each of their respective Related Parties (each, a “Protected Person”), them harmless from and against and pay on behalf of or reimburse members of the Seller Released Group in respect of any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, out-of-pocket costs, expenses expenses, losses and disbursements damages (including reasonable attorneys’ fees) which any such member of the Seller Released Group may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of, (i) any inaccuracy in any representation or the breach of any kind warranty made by Buyer in this Agreement or nature whatsoever (including the reasonable and documented fees, expenses and other charges of counsel and consultants in connection with any investigative, administrative or judicial proceeding or hearing commenced or threatened by any Person (including by any Credit Party or any Affiliate thereof), and any fees or expenses incurred by the Protected Persons in enforcing this indemnity), whether direct, indirect, special, consequential or otherwise and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable causes of action or on contract or otherwise, that may be imposed on, incurred by or asserted against such Protected Person, in any manner relating certificate required to be delivered pursuant hereto, (ii) the breach by Buyer or Company of any covenant or agreement to be performed by either of them hereunder and/or (iii) third party claims against Seller or the Naylors arising out of this Agreement, the Credit Agreement or the transactions contemplated hereby or thereby, in each case, to the extent required pursuant to Section 13.14(b) post-Closing ownership and operation of the Credit Agreement, except that Credit Parties shall have no obligation hereunder to a Protected Person with respect to any liability resulting from the gross negligence or willful misconduct of such Protected Person, as determined by a final non-appealable judgment of a court of competent jurisdictionCompany.

Releases and Indemnity. (a) In consideration of this Amendment and the agreements a. Upon effectuation of the Agent andmatters set forth in Section 1 above, in respect including payment of the Credit Party Releasorsall amounts due under this agreement, the Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, (x) each Credit Party, each on behalf of itself MYDX and its predecessors, successors, parents, direct and indirect subsidiaries, affiliates, assigns, and other legal representatives (collectivelyheirs, the “Credit Party Releasors”)agents, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent, solely in its capacity as Agent, the Lenders, solely in their capacities as Lenderstransferees, and their respective successors and assigns, and their respective present current and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneysmanagers, members, shareholders, partners, employees, agents representatives, and other representatives attorneys (the Agent and all such other Persons not affiliated with the Lenders being hereinafter referred to collectively as the “Agent Releasees” and individually as an “Agent Releasee” and each Lender and all other Persons affiliated with the Lenders being hereinafter referred to as the “Lender Releasees” and individually as a “Lender ReleaseeMYDX Releasors”) of hereby release BLM and from all demandstheir predecessors, actionssuccessors, causes of actionparents, suitsdirect and indirect subsidiaries, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses (other than a defense of indefeasible payment in full), rights of setoff, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which each Credit Party Releasor may now or hereafter own, hold, have or claim to have against the Agent Releasees, the Lender Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Agreement, for or on account of, or in relation to, or in any way in connection with the Credit Agreement or any of the other Loan Documents or transactions thereunder and (y) each undersigned Lender, each on behalf of itself and its successorsaffiliates, assigns, heirs, agents, transferees and other legal representatives current and former directors, officers, managers, members, shareholders, partners, employees, representatives, and attorneys (collectively, collectively the “Lender Releasors”), hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges the Agent Releasees, of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which each Lender Releasor may now or hereafter own, hold, have or claim to have against the Agent Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever (collectively, the “Claims”) which arises at any time on or prior to the day and date of this Agreement, for or on account of, or in relation to, or in any way in connection with the Amended Credit Agreement or any of the other Loan Documents or transactions thereunder, in each case in the foregoing clauses (x) and (y), other than (i) any Claim arising from the gross negligence or willful misconduct of a "Released Party as determined by a court of competent jurisdiction in a final non-appealable judgment or (ii) to enforce this Amendment or any transaction, contract, instrument, release, or other agreement or document created or entered into in connection herewith; provided that for the avoidance of doubt, nothing in this Section 9(a) shall affect continuing obligations of the Agent Releasees or the Lender Releasees under the Credit Agreement or any other Loan Document. (b) Notwithstanding anything to the contrary in the Credit Agreement or any Loan Document and subject to the provisions set forth in Section 13.14(b) of the Credit Agreement, each Credit Party agrees to defend, indemnify, pay and hold harmless, each of the Agent (and each sub-agent thereof) and each of their respective Related Parties (each, a “Protected Person”BLM Parties"), from and against any and all liabilitiesactions, obligationssuits, lossesjudgments, claims, proofs of claim, demands, damages, penaltiesattorneys’ fees, causes of action, debts, liabilities, or controversies of any kind whatsoever, whether at law or in equity, whether before a local, state or federal court or state or federal administrative agency or commission, or arbitration administrator, and whether now known or unknown, matured or unmatured, liquidated or unliquidated, that MYDX now has or may have had, or thereafter claims to have on behalf of itself, or any other person or entity, from the beginning of the world up through and including the date of this Agreement. b. Upon effectuation of the matters set forth in Section 1 above the BLM Released Parties and their predecessors, successor, parents, direct and indirect subsidiaries, affiliates, assigns, heirs, agents, transferees, and current and former directors, officers, managers, members, shareholders, partners, employees, representatives, and attorneys (the “BLM Releasors”) hereby release MYDX and its predecessors, successors, parents, direct and indirect subsidiaries, affiliates, assigns, heirs, agents, transferees, and current and former directors, officers, managers, members, shareholders, partners, employees, representatives, and attorneys (collectively the "Released MYDX Parties"), from and against any and all actions, suits, judgments, claims, actionsproofs of claim, judgmentsdemands, suitsdamages, out-of-pocket costsattorneys’ fees, expenses and disbursements causes of action, debts, liabilities or controversies of any kind whatsoever, whether at law or nature whatsoever (in equity, whether before a local, state or federal court or state or federal administrative agency or commission, or arbitration tribunal or administrator, and whether now known or unknown, matured or unmatured, liquidated or unliquidated, that the BLM Releasors now have or may have had, or thereafter claims to have on behalf of itself, or any other person or entity, from the beginning of the world up through and including the reasonable date of this Agreement. c. BLM shall indemnify, hold, save harmless MYDX, its agents and documented feesprincipals, and the successors and assigns of MYDX and legal representatives of the MYDX (collectively or singularly, the “Indemnified Party”) to the fullest extent permitted by applicable law from and against any and all expenses including but not limited to all costs, charges, damages, awards, settlements, liabilities, fines, penalties, statutory obligations, professional fees and retainers and other charges expenses of counsel and consultants in connection with any investigative, administrative whatever nature or judicial proceeding kind sustained or hearing commenced or threatened by any Person (including by any Credit Party or any Affiliate thereof), and any fees or expenses incurred by the Protected Persons in enforcing this indemnity)Indemnified Party with respect of any civil, whether directcriminal, indirectadministrative, specialinvestigative claim, consequential demand, suit, proceeding, inquiry, hearing, discovery or otherwise and whether based on investigation of whatever nature or kind, to which the Indemnified Party is threatened or made a party by reason of any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable causes of action or on contract or otherwise, that may be imposed on, incurred financing transactions which were brokered by or asserted against such Protected Person, introduced to the company by BLM (the “Indemnification Claims”); d. Nothing contained in this release or agreement shall prevent the Parties from asserting or pursuing any manner relating claim to or arising out enforce the terms of this Agreement, the Credit Agreement or the transactions contemplated hereby or thereby, in each case, to the extent required pursuant to Section 13.14(b) of the Credit Agreement, except that Credit Parties shall have no obligation hereunder to a Protected Person with respect to any liability resulting from the gross negligence or willful misconduct of such Protected Person, as determined by a final non-appealable judgment of a court of competent jurisdiction.