Common use of Releases and Termination Clause in Contracts

Releases and Termination. Effective upon the Closing Date, each Seller hereby releases and discharges Pipelogic and its Affiliates (not inclusive of Buyer) and their respective directors, officers, partners, members, equityholders, employees, agents, consultants, attorneys, representatives, successors, transferees and assignees (collectively, the “Released Parties”) from any and all obligations (including indemnification obligations) and Claims, known and unknown, that have accrued or may accrue and that relate to acts or omissions prior to the Closing Date, including any and all Damages, whether such obligations, Claims or Damages arise in tort, contract or statute, including obligations, Claims or Damages (a) arising under each Released Party’s Organizational Documents, any Contract or applicable Legal Requirement and (b) relating to actions or omissions of any Released Party, including those committed while serving in their capacity as directors, officers, partners, members, equityholders, employees, agents, consultants, attorneys, representatives or similar capacities, and including in each case any and all Claims that such Seller does not know or suspect to exist in its favor as of the Closing Date. Notwithstanding the foregoing, the released Claims shall not include, and such Seller does not hereby release the Released Parties from, (i) any Claims arising under this Agreement; (ii) any Claims arising under or related to any agreement entered into by such Seller and Buyer on or after the date hereof relating to the equity securities of Buyer; or (iii) any Claims brought by such Seller for indemnification as an officer or director of Pipelogic for any period prior to Closing. Effective upon the Closing Date, each Seller hereby (i) waives any preferential purchase right, right of first refusal, right of first offer, buy-sell right, tag-along right, drag-along right, preemptive right, registration right or other right that would interfere with the consummation of the transactions contemplated by this Agreement or any future transfers of any Interest in Pipelogic, including all such rights arising under any provision of the Pipelogic Organizational Documents and (ii) agrees that the transfers of the Pipelogic Membership Interests contemplated by this Agreement are not void or voidable by reason of any restriction set forth in the Pipelogic Organizational Documents. THE RELEASES SET FORTH IN THIS SECTION 6.2 APPLY TO ALL CLAIMS, AND EACH SELLER AGREES TO WAIVE THE BENEFITS OF ANY LAW (INCLUDING PRINCIPLES OF COMMON LAW) OF ANY STATE OR TERRITORY OR OTHER JURISDICTION OF THE UNITED STATES OR OF ANY JURISDICTION OUTSIDE OF THE UNITED STATES THAT PROVIDES THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN THE CREDITOR’S FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY THE CREDITOR MUST HAVE MATERIALLY AFFECTED SUCH CREDITOR’S SETTLEMENT WITH A DEBTOR. If the Closing does not occur, the releases contemplated by this Section 6.2 shall be deemed null and void and of no further force or effect.

Releases and Termination. Effective upon At the Closing DateClosing, each Seller hereby of the Sellers and the Companies will execute mutual releases and discharges Pipelogic and its Affiliates (not inclusive of Buyer) and their respective directors, officers, partners, members, equityholders, employees, agents, consultants, attorneys, representatives, successors, transferees and assignees (collectively, the “Released Parties”) from any and all obligations (including indemnification obligations) and Claims, known and unknown, that have accrued or may accrue and that relate to acts or omissions prior to the Closing Date, including any and all Damagesdamages, whether such obligations, Claims or Damages damages arise in tort, contract or statute, including obligations, Claims or Damages damages (a) arising under each Released PartyCompany’s Organizational Documents, any Contract or applicable Legal Requirement Documents and (b) relating to actions or omissions of any Released PartyCompany or any Seller, or any acts or omissions of the managers, directors, shareholders, officers or members (former or present) including those committed while serving in their capacity as managers, shareholders, directors, officers, partners, members, equityholders, employees, agents, consultants, attorneys, representatives employees or similar capacitiescapacities of any Company, and including in each case any and all Claims that which such Seller does not know or suspect to exist in his, her or its favor as of the date hereof or as of the Closing Dateor any Claims that a Company may have against a Seller. Notwithstanding anything herein to the foregoingcontrary, nothing in this Section 4.17 or the released Claims release contemplated herein shall not include, and such Seller does not hereby release limit in any way the Released Parties from, (i) right of Purchaser or any Claims arising under Purchaser Indemnified Party to enforce this Agreement or seek damages permitted by this Agreement; (ii) , including the right to indemnification contemplated by Article VII or any Claims arising right of the Sellers to seek indemnification under or related to any agreement entered into by such Seller and Buyer on or after the date hereof relating to the equity securities of Buyer; or (iii) any Claims brought by such Seller for indemnification as an officer or director of Pipelogic for any period prior to ClosingArticle VII. Effective upon the Closing DateClosing, each Seller hereby (i) waives any preferential purchase rightpreemptive rights that he may have, or ever had, with respect to any interest in the Companies and waives any right of first refusalsuch Seller may have under the Companies’ Organizational Documents or otherwise to acquire any interest in the Companies being transferred pursuant to, right of first offeror as contemplated by, buy-sell right, tag-along right, drag-along right, preemptive right, registration right or other right that would interfere with the consummation of the transactions contemplated by this Agreement or any future transfers of any Interest in Pipelogic, including all such rights arising under any provision of transfer that occurred prior to the Pipelogic Organizational Documents and (ii) agrees that the transfers of the Pipelogic Membership Interests contemplated by this Agreement are not void or voidable by reason of any restriction set forth in the Pipelogic Organizational Documentsdate hereof. THE RELEASES SET FORTH IN THIS SECTION 6.2 WILL APPLY TO ALL CLAIMS, AND EACH SELLER AGREES THE SELLERS AND THE COMPANIES WILL AGREE TO WAIVE THE BENEFITS OF ANY LAW (INCLUDING PRINCIPLES OF COMMON LAW) OF ANY STATE OR TERRITORY OR OTHER JURISDICTION OF THE UNITED STATES OR OF ANY JURISDICTION OUTSIDE OF THE UNITED STATES THAT PROVIDES THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT A WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN THE CREDITORSUCH PARTY’S FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY THE CREDITOR SUCH PARTY MUST HAVE MATERIALLY AFFECTED SUCH CREDITOR’S HIS SETTLEMENT WITH A THE DEBTOR. If the Closing does not occur, the releases contemplated by this Section 6.2 shall be deemed null and void and of no further force or effect.

Releases and Termination. Effective upon the Closing Date, each (a) Each Seller hereby releases and discharges Pipelogic and its Affiliates (not inclusive of Buyer) , Company and their respective Affiliates and their respective managers, directors, officers, partners, members, equityholders, employees, agents, consultants, attorneys, representatives, successors, transferees and assignees (collectively, the “Released Parties”) from any and all obligations (including indemnification obligations) and Claims, known and unknown, that have accrued or may accrue and that relate to acts or omissions prior to the Closing DateClosing, including any and all Damages, whether such obligations, Claims or Damages arise in tort, contract or statute, including obligations, Claims or Damages (ai) arising under each Released Party’s Organizational Documents, any Contract or applicable Legal Requirement Law and (bii) relating to actions or omissions of any Released Party, including those committed while serving in their capacity as managers, directors, officers, partners, members, equityholders, employees, agents, consultants, attorneys, representatives or similar capacities, and including in each case any and all Claims that such Seller does not know or suspect to exist in its such Seller’s favor as of the Closing Date. Notwithstanding date of this Agreement; provided, however, that nothing contained in this Section will operate to release any obligation, duty or liability of Buyer or the foregoing, Company to the released Claims shall not include, and such Seller does not hereby release the Released Parties from, Sellers (ior any third party beneficiary identified pursuant to Section 11.9) any Claims arising under this Agreement; (ii) any Claims arising under Agreement or related to any agreement entered into by such Seller or instrument being executed and Buyer on or after the date hereof relating delivered pursuant to the equity securities of Buyer; or (iii) any Claims brought by such Seller for indemnification as an officer or director of Pipelogic for any period prior to Closingthis Agreement. Effective upon the Closing Date, each Each Seller hereby (iiii) waives any preferential purchase right, right of first refusal, right of first offer, buy-sell right, tag-along right, drag-along right, preemptive right, registration right or other right that would interfere with the consummation of the transactions contemplated by this Agreement or any future transfers of any Equity Interest in PipelogicCompany, including all such rights arising under any provision of the Pipelogic Company Organizational Documents and (iiiv) agrees that the transfers transfer of the Pipelogic Company Membership Interests contemplated by this Agreement are is not void or voidable by reason of any restriction set forth in the Pipelogic Company Organizational Documents. THE RELEASES SET FORTH IN THIS SECTION 6.2 7.6(a) APPLY TO ALL CLAIMS, AND EACH SELLER AGREES TO WAIVE THE BENEFITS OF ANY LAW (INCLUDING PRINCIPLES OF COMMON LAW) OF ANY STATE OR TERRITORY OR OTHER JURISDICTION OF THE UNITED STATES OR OF ANY JURISDICTION OUTSIDE OF THE UNITED STATES THAT PROVIDES THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN THE CREDITOR’S FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY THE CREDITOR MUST HAVE MATERIALLY AFFECTED SUCH CREDITOR’S ITS SETTLEMENT WITH A DEBTOR. If the Closing does not occur. (b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, the releases contemplated by this Section 6.2 shall be deemed null and void and of no further force or effectNO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING LOST PROFITS, REVENUE OR INCOME, BUSINESS INTERRUPTION, DIMINUTION IN VALUE, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT; PROVIDED, HOWEVER, IN NO EVENT SHALL THIS SECTION 7.6(b) BE A LIMITATION ON ANY OBLIGATION OF A PARTY HEREUNDER WITH RESPECT TO A THIRD-PARTY CLAIM RELATING TO SUCH OBLIGATION.

Releases and Termination. Effective upon the Closing Date, each Seller Each SeaMap Shareholder hereby releases and discharges Pipelogic Buyer and its Affiliates (not inclusive of Buyerincluding each SeaMap Company after the Closing) and their respective directors, officers, partners, members, equityholders, employees, agents, consultants, attorneys, representatives, successors, transferees heirs and assignees (collectively, the “Released Parties”) assigns from any and all obligations (including indemnification obligations) and Claims, known and unknown, that have accrued or may accrue and that relate to acts or omissions prior to the Closing Date, including any and all Damages, whether such obligations, Claims or Damages arise in tort, contract or statute, including without limitation obligations, Claims or Damages (a) arising under each Released Party’s SeaMap Organizational Documents, Documents or any Contract or applicable Legal Requirement of any of the SeaMap Companies and (b) relating to actions or omissions of such SeaMap Company, or any Released Partyacts or omissions of the directors, shareholders or officers (former or present) including those committed while serving in their capacity as shareholders, directors, officers, partners, members, equityholders, employees, agents, consultants, attorneys, representatives employees or similar capacitiescapacities of such SeaMap Company, and including in each case any and all Claims that such Seller which the SeaMap Shareholder does not know or suspect to exist in his, her or its favor as of the Closing Datedate hereof. Notwithstanding the foregoingEach SeaMap Shareholder hereby waives any preemptive rights that he or it may have, the released Claims shall not includeor ever had, and such Seller does not hereby release the Released Parties from, (i) any Claims arising under this Agreement; (ii) any Claims arising under or related with respect to any agreement entered into by such Seller Interest in any SeaMap Company and Buyer on or after the date hereof relating to the equity securities of Buyer; or (iii) any Claims brought by such Seller for indemnification as an officer or director of Pipelogic for any period prior to Closing. Effective upon the Closing Date, each Seller hereby (i) waives any preferential purchase rightright he or it may have under the SeaMap Organizational Documents or otherwise to acquire any Interest in any SeaMap Company being transferred pursuant to, right of first refusalor as contemplated by, right of first offer, buy-sell right, tag-along right, drag-along right, preemptive right, registration right or other right that would interfere with the consummation of the transactions contemplated by this Agreement or any future transfers of any Interest in Pipelogic, including all such rights arising under any provision of transfer that occurred prior to the Pipelogic Organizational Documents and (ii) agrees that the transfers of the Pipelogic Membership Interests contemplated by this Agreement are not void or voidable by reason of any restriction set forth in the Pipelogic Organizational Documentsdate hereof. THE RELEASES SET FORTH CONTAINED IN THIS SECTION 6.2 7.1 APPLY TO ALL CLAIMS, AND EACH SELLER SEAMAP SHAREHOLDER AGREES TO WAIVE THE BENEFITS OF ANY LAW (INCLUDING PRINCIPLES OF COMMON LAW) OF ANY STATE OR TERRITORY OR OTHER JURISDICTION OF THE UNITED STATES OR OF ANY JURISDICTION OUTSIDE OF THE UNITED STATES THAT PROVIDES THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT A CREDITOR WHICH THE CLAIMANT DOES NOT KNOW OR SUSPECT TO EXIST IN THE CREDITOR’S HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY THE CREDITOR HIM MUST HAVE MATERIALLY AFFECTED SUCH CREDITOR’S SETTLEMENT WITH A DEBTOR. If the Closing does not occur, the releases contemplated by this Section 6.2 shall be deemed null and void and of no further force or effectHIS SETTLEMENT.

Releases and Termination. Effective Each of the Parties agrees and acknowledges that, effective immediately upon delivery of the Closing DateTermination Payment by Odyssey to AHMSA in accordance with Section 1.1, each Seller without further action by any Party or any third party: (a) the MINOSA Notes, the NPA and the Pledge Agreements shall be, and that they hereby releases are, terminated, canceled and discharges Pipelogic satisfied in full, and AHMSA, on behalf of itself, its Affiliates (not inclusive of Buyer) subsidiaries and affiliates, does hereby release, waive, acquit and forever discharge OME, MEH, Odyssey, and their respective directorsaffiliates from any and all claims, officersdemands, partnersdamages, membersactions, equityholderscauses of action or liabilities of any nature whatsoever, employeeswhether known or unknown, agentsthat any of them may now or hereafter have on account of, consultantsor in any way related to, attorneysthe MINOSA Notes, representativesthe NPA or the Pledge Agreements; (b) the SPA shall be, successorsand that is hereby is, transferees terminated by the mutual consent of Odyssey and assignees Phosphate One in accordance with Section 8.1(a) of the SPA, and that as a result of such termination and of the mutual releases set forth in subsection (c) below, no Party shall have any continuing liabilities or obligations of any nature whatsoever under the SPA or with respect to the transactions contemplated thereby; and (c) (i) each of the AHMSA Parties with respect to Odyssey, and (ii) Odyssey with respect to each of the AHMSA Parties does hereby irrevocably and forever release, waive, acquit and forever discharge (collectively, the “Releases”) each of such other Parties and their respective affiliates, equity holders, beneficiaries, successors and assigns from any and all claims, demands, damages, actions, causes of action or liabilities of any kind or nature whatsoever, whether known or unknown, that it may now or hereafter have on account of, or in any way related to, the SPA, the MINOSA Notes, the NPA or the Pledge Agreements (collectively, the “Released PartiesMatters”) from any and all obligations (including indemnification obligations) and Claims, known and unknown, ); provided that have accrued or may accrue and that relate to acts or omissions prior the Releases set forth herein shall not apply to the Closing Date, including any and all Damages, whether such obligations, Claims Lost Note Affidavit (as defined herein) or Damages arise in tort, contract or statute, including obligations, Claims or Damages (a) claims arising under each Released Party’s Organizational Documents, any Contract or applicable Legal Requirement and (b) relating to actions or omissions of any Released Party, including those committed while serving in their capacity as directors, officers, partners, members, equityholders, employees, agents, consultants, attorneys, representatives or similar capacities, and including in each case any and all Claims that such Seller does not know or suspect to exist in its favor as out of the Closing Date. Notwithstanding the foregoing, the released Claims shall not include, and such Seller does not hereby release the Released Parties from, this Settlement Agreement. (d) (i) any Claims arising under this Agreement; (ii) any Claims arising under or related to any agreement entered into by such Seller and Buyer on or after the date hereof relating to the equity securities of Buyer; or (iii) any Claims brought by such Seller for indemnification as an officer or director of Pipelogic for any period prior to Closing. Effective upon the Closing Date, each Seller hereby (i) waives any preferential purchase right, right of first refusal, right of first offer, buy-sell right, tag-along right, drag-along right, preemptive right, registration right or other right that would interfere with the consummation of the transactions contemplated by this Agreement or any future transfers of any Interest in PipelogicAHMSA Parties with respect to Odyssey, including all such rights arising under any provision of the Pipelogic Organizational Documents and (ii) agrees that the transfers Odyssey with respect to each of the Pipelogic Membership Interests contemplated by this Agreement are not void AHMSA Parties shall refrain from initiating (or voidable by reason attempting to initiate) or supporting (or attempting to support) any judicial proceeding, claim, injunction, demand, controversy, complaint, litigation, proceeding, trial, dispute, criminal complaint, preliminary investigation or action, whether in contract or in tort, at law or in equity or pursuant to any other theory of civil, commercial, maritime, labor, criminal or other law or of any restriction set forth in the Pipelogic Organizational Documents. THE RELEASES SET FORTH IN THIS SECTION 6.2 APPLY TO ALL CLAIMSother nature, AND EACH SELLER AGREES TO WAIVE THE BENEFITS OF ANY LAW (INCLUDING PRINCIPLES OF COMMON LAW) OF ANY STATE OR TERRITORY OR OTHER JURISDICTION OF THE UNITED STATES OR OF ANY JURISDICTION OUTSIDE OF THE UNITED STATES THAT PROVIDES THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN THE CREDITOR’S FAVOR AT THE TIME OF EXECUTING THE RELEASEwhich is or could be derived from, WHICH IF KNOWN BY THE CREDITOR MUST HAVE MATERIALLY AFFECTED SUCH CREDITOR’S SETTLEMENT WITH A DEBTOR. If the Closing does not occuror is directly or indirectly related to, the releases contemplated by this Section 6.2 shall be deemed null and void and of no further force or effectReleased Matters.

Releases and Termination. Effective upon the Closing Date, Save in respect of obligations created under this Agreement and for any rights under any employment or consultancy agreement each Seller EUE Shareholder severally hereby releases and discharges Pipelogic Buyer and its Affiliates (not inclusive of Buyerincluding each EUE Company after the Closing) and their respective directorssuccessors, heirs and assigns, officers, partners, members, equityholdersdirectors, employees, agents, consultants, attorneys, representatives, successors, transferees representatives and assignees (collectively, the “Released Parties”) agents from any and all obligations (including indemnification obligations) and Claims, known and unknown, that have accrued or may accrue and that relate to acts or omissions prior to the Closing Date, including any and all Damages, whether such obligations, Claims or Damages arise in tort, contract or statute, including without limitation obligations, Claims or Damages Damages (a) arising under each Released Party’s EUE Organizational Documents, Documents or any Contract or applicable Legal Requirement of any of the EUE Companies and (b) relating to actions or omissions of such EUE Company, or any Released Partyacts or omissions of the directors, shareholders or officers (former or present) including those committed while serving in their capacity as shareholders, directors, officers, partners, members, equityholders, employees, agents, consultants, attorneys, representatives employees or similar capacitiescapacities of such EUE Company, and including in each case any and all Claims that such Seller which the EUE Shareholder does not know or suspect to exist in his, her or its favor as of the Closing Datedate hereof. Notwithstanding the foregoingEach EUE Shareholder hereby waives any preemptive rights that he or it may have, the released Claims shall not includeor ever had, and such Seller does not hereby release the Released Parties from, (i) any Claims arising under this Agreement; (ii) any Claims arising under or related with respect to any agreement entered into by such Seller Interest in any EUE Company and Buyer on or after the date hereof relating to the equity securities of Buyer; or (iii) any Claims brought by such Seller for indemnification as an officer or director of Pipelogic for any period prior to Closing. Effective upon the Closing Date, each Seller hereby (i) waives any preferential purchase rightright he or it may have under the EUE Organizational Documents or otherwise to acquire any Interest in any EUE Company being transferred pursuant to, right of first refusalor as contemplated by, right of first offer, buy-sell right, tag-along right, drag-along right, preemptive right, registration right or other right that would interfere with the consummation of the transactions contemplated by this Agreement or any future transfers of any Interest in Pipelogic, including all such rights arising under any provision of transfer that occurred prior to the Pipelogic Organizational Documents and (ii) agrees that the transfers of the Pipelogic Membership Interests contemplated by this Agreement are not void or voidable by reason of any restriction set forth in the Pipelogic Organizational Documentsdate hereof. THE RELEASES SET FORTH CONTAINED IN THIS SECTION 6.2 7.1 APPLY TO ALL CLAIMS, AND EACH SELLER EUE SHAREHOLDER AGREES TO WAIVE THE BENEFITS OF ANY LAW (INCLUDING PRINCIPLES OF COMMON LAW) OF ANY STATE OR TERRITORY OR OTHER JURISDICTION OF THE UNITED STATES OR OF ANY JURISDICTION OUTSIDE OF THE UNITED STATES THAT PROVIDES THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT A CREDITOR WHICH THE CLAIMANT DOES NOT KNOW OR SUSPECT TO EXIST IN THE CREDITOR’S HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY THE CREDITOR HIM MUST HAVE MATERIALLY AFFECTED SUCH CREDITOR’S HIS SETTLEMENT. IN PARTICULAR EACH EUE SHAREHOLDER HEREBY EXPRESSLY, VOLUNTARILY AND KNOWINGLY WAIVES, RELINQUISHES AND ABANDONS EACH AND EVERY RIGHT, PROTECTION AND BENEFIT TO WHICH THEY WOULD BE ENTITLED NOW OR AT ANY TIME HEREAFTER UNDER SECTION 1542 OF THE CALIFORNIA CIVIL CODE, which provides: "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 HIS SETTLEMENT WITH A THE DEBTOR. If ." In making this voluntary express waiver of the Closing does not occurprotection of California Civil Code Section 1542 (or its equivalent in other jurisdictions), the releases contemplated by this Section 6.2 shall be deemed null EUE Shareholders acknowledge that they are aware that they may discover claims or facts in addition to or different from those which are known or believed to exist with respect to the matters mentioned herein. The EUE Shareholders hereby fully and void forever settle and of no further force release any and all such matters, claims and disputes, whether known or effectunknown, suspect or unsuspected, anticipated or unanticipated.

Releases and Termination. Effective upon the Closing DateClosing, each Seller hereby releases and discharges Pipelogic Timco and its Affiliates (not inclusive of Buyer) and their respective directors, officers, partners, members, equityholders, employees, agents, consultants, attorneys, representativesRepresentatives, successors, transferees and assignees (collectively, the “Released Parties”) from any and all obligations (including indemnification obligations) and Claims, known and unknown, that have accrued or may accrue and that relate to acts or omissions by the Released Parties prior to the Closing Date, including any and all Damages, whether such obligations, Claims or Damages arise in tort, contract or statute, including obligations, Claims or Damages (a) arising under each Released Party’s Organizational Documents, any Contract Contract, the Business Corporation Law of the State of Louisiana or applicable Legal Requirement the Delaware Limited Liability Company Act, as applicable, and (b) relating to actions or omissions of any Released Party, including those committed while serving in their capacity as directors, officers, partners, members, managers, equityholders, employees, agents, consultants, attorneys, representatives or similar capacities, and including in each case any and all obligations, Claims and Damages that such Seller does not know or suspect to exist in its such Seller’s favor as of the Closing Date. Notwithstanding the foregoing, the released Claims shall not include, and such Seller does not hereby release the Released Parties from, (i) any Claims arising under date of this Agreement; (ii) any Claims arising under or related to any agreement entered into by such Seller and Buyer on or after the date hereof relating to the equity securities of Buyer; or (iii) any Claims brought by such Seller for indemnification as an officer or director of Pipelogic for any period prior to Closing. Effective upon the Closing Date, each Each Seller hereby (i) waives any preferential purchase right, right of first refusal, right of first offer, buy-sell right, tag-along right, drag-along right, preemptive right, registration right or other right that would interfere with the consummation of the transactions contemplated by this Agreement or any future transfers of any Interest in PipelogicTimco, including all such rights arising under any provision of the Pipelogic Timco Organizational Documents and (ii) agrees that the transfers of the Pipelogic Membership Timco Interests contemplated by this Agreement are not void or voidable by reason of any restriction set forth in the Pipelogic Timco Organizational Documents. THE RELEASES SET FORTH IN THIS SECTION 6.2 6.6 APPLY TO ALL CLAIMS, AND EACH SELLER AGREES TO WAIVE THE BENEFITS OF ANY LAW (INCLUDING PRINCIPLES OF COMMON LAW) OF ANY STATE OR TERRITORY OR OTHER JURISDICTION OF THE UNITED STATES OR OF ANY JURISDICTION OUTSIDE OF THE UNITED STATES THAT PROVIDES THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN THE CREDITOR’S FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY THE CREDITOR MUST HAVE MATERIALLY AFFECTED SUCH CREDITOR’S HIS SETTLEMENT WITH A DEBTOR. If Notwithstanding anything herein to the Closing does not occurcontrary, the releases contemplated by this Section 6.2 shall be deemed null and void and of no 6.6 is subject in all respects to the further force or effectagreements set forth in Section 6.17.

Releases and Termination. Effective upon the Closing Date, each Seller Each Stockholder hereby releases and discharges Pipelogic Lxxxx and its Affiliates (not inclusive of Buyerincluding the Surviving Corporation after the Effective Time) and their respective directors, officers, partners, members, equityholders, employees, agents, consultants, attorneys, representatives, successors, transferees heirs and assignees (collectively, the “Released Parties”) assigns from any and all obligations (including indemnification obligations) and Claimsclaims, known and unknown, that have accrued or may accrue and that relate to acts or omissions prior to the Closing Date, including any and all DamagesLosses, whether such obligations, Claims or Damages Losses arise in tort, contract or statute, including obligations, Claims claims or Damages damages (a) arising under each Released Party’s Organizational Documentsthe certificate or articles of incorporation or bylaws or similar organizational documents of Rxxxxxxx or its Subsidiaries, any Contract or applicable Legal Requirement the IBCL and (b) relating to actions or omissions of Rxxxxxxx and its Subsidiaries, or any Released Partyacts or omissions of the officers, directors, shareholders, officers, managers, members or partners (former or present), including those committed while serving in their capacity as managers, partners, shareholders, directors, officers, partners, members, equityholders, employees, agents, consultants, attorneys, representatives employees or similar capacities, of Rxxxxxxx or its Subsidiaries, and including in each case any and all Claims claims that such Seller Stockholder does not know or suspect to exist in his, her or its favor as of the Closing Date. Notwithstanding the foregoing, the released Claims shall not include, and such Seller does not hereby release the Released Parties from, (i) any Claims arising under date of this Agreement; (ii) . Each Stockholder hereby waives any Claims arising under preemptive rights that he may have, or related ever had, with respect to any agreement entered into by such Seller Capital Stock in Rxxxxxxx and Buyer on or after the date hereof relating to the equity securities of Buyer; or (iii) any Claims brought by such Seller for indemnification as an officer or director of Pipelogic for any period prior to Closing. Effective upon the Closing Date, each Seller hereby (i) waives any preferential purchase rightright he or she may have under the certificate or articles of incorporation or bylaws or similar organizational documents of Rxxxxxxx or its Subsidiaries or otherwise to acquire any Capital Stock in Rxxxxxxx being transferred pursuant to, right of first refusalor as contemplated by, right of first offer, buy-sell right, tag-along right, drag-along right, preemptive right, registration right or other right that would interfere with the consummation of the transactions contemplated by this Agreement or any future transfers transfer that occurred prior to the date of any Interest in Pipelogic, including all such rights arising under any provision of the Pipelogic Organizational Documents and (ii) agrees that the transfers of the Pipelogic Membership Interests contemplated by this Agreement are not void or voidable by reason of any restriction set forth in the Pipelogic Organizational DocumentsAgreement. THE RELEASES SET FORTH CONTAINED IN THIS SECTION 6.2 4.13 APPLY TO ALL CLAIMS, AND EACH SELLER AGREES THE STOCKHOLDERS AGREE TO WAIVE THE BENEFITS OF ANY LAW (INCLUDING PRINCIPLES OF COMMON LAW) OF ANY STATE OR TERRITORY OR OTHER JURISDICTION OF THE UNITED STATES OR OF ANY JURISDICTION OUTSIDE OF THE UNITED STATES THAT PROVIDES THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT A THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN THE CREDITOR’S HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH THAT IF KNOWN BY THE CREDITOR HIM OR HER MUST HAVE MATERIALLY AFFECTED SUCH CREDITOR’S HIS OR HER SETTLEMENT WITH A THE DEBTOR. If the Closing does not occur, the releases contemplated by this Section 6.2 shall be deemed null and void and of no further force or effect.