Common use of Releases by Holders of Claims and Interests Clause in Contracts

Releases by Holders of Claims and Interests. Notwithstanding anything contained in the Plan to the contrary, on the Confirmation Date and effective as of the Effective Date, the Releasing Parties (regardless of whether a Releasing Party is a Released Party) conclusively, absolutely, unconditionally, irrevocably, and forever discharge and release (and each Entity so discharged and released shall be deemed discharged and released by the Releasing Parties) the Released Parties and their respective property from any and all Claims, Interests, obligations, debts, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever, including any derivative Claims asserted or which could be asserted on behalf of a Debtor, whether known or unknown, foreseen or unforeseen, existing or arising, in law, equity or otherwise, that such Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Reorganized Debtors, the Transaction, the Chapter 11 Cases, the purchase, sale, or rescission of the purchase or sale of any security of the Debtors or the Reorganized Debtors, any payments, distributions, or dividends any Debtor or Affiliate paid to or received from any Released Party, fraudulent or preferential transfer or conveyance, tort, contract, breach of fiduciary duty, violation of state or federal laws, including securities laws, negligence, gross negligence, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements between any Debtor and any Released Party, the restructuring of Claims and Interests prior to or in the Chapter 11 Cases, the negotiation, formulation, or preparation of the Support Agreement, the Plan, the Disclosure Statement, the Plan Supplement, or related agreements, instruments, or other documents; provided, however, that the foregoing “Third-Party Release” shall not operate to waive or release any Claims, obligations, debts, rights, suits, damages, remedies, Causes of Action, and liabilities in respect of any Released Party, solely to the extent (1) arising under any agreements entered into pursuant to the Plan, or (2) with respect to Claims by Professionals related to Professionals’ final fee applications or accrued Professional compensation claims in the Chapter 11 Cases. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that the

Releases by Holders of Claims and Interests. Notwithstanding anything contained Except as expressly set forth in the Plan to or the contraryConfirmation Order, on the Confirmation Date and effective as of the Effective Date, to the fullest extent permissible under applicable law, as such law may be extended or interpreted subsequent to the Effective Date, each Releasing Parties Party (regardless of whether a such Releasing Party is a Released Party) ), in consideration for the obligations of the Debtors and the other Released Parties under the Plan, the Distributions provided for under the Plan, and the contracts, instruments, releases, agreements or documents executed and delivered in connection with the Plan and the Restructuring Transaction, will be deemed to have consented to the Plan for all purposes and the restructuring embodied herein and deemed to conclusively, absolutely, unconditionally, irrevocably, irrevocably and forever release, waive and discharge and release (and each Entity entity so discharged and released shall be deemed released and discharged and released by the Releasing Parties) all claims (as such term “claim” is defined in section 101(5) of the Released Parties and their respective property from any and all Claims, InterestsBankruptcy Code), obligations, debts, rightssuits, suitsjudgments, damages, Causes demands, rights, causes of Actionaction, remedies, and remedies or liabilities whatsoever, including any all derivative Claims claims asserted or which could be asserted on behalf of a DebtorDebtor (other than all rights, remedies and privileges of any party under the Plan, and the Plan Supplement and the contracts, instruments, releases, agreements and documents (including, without limitation, the Plan Documents) delivered under or in connection with the Plan), including, without limitation, any claims for any such loss such holder may suffer, have suffered or be alleged to suffer as a result of the Debtors commencing the Reorganization Cases or as a result of the Plan being consummated, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then existing or thereafter arising, in law, equity or otherwiseotherwise that are based on, that such Entity would have been legally entitled to assert (whether individually or collectively), based on or relating related to, or in any manner arising from, in whole or in part, any act or omission, transaction, event or other occurrence taking place on or prior to the Effective Date in any way relating to the Debtors, the Reorganized Debtors, the Transaction, the Chapter 11 Reorganization Cases, the purchase, sale, purchase or sale or rescission of the purchase or sale of any security of the Debtors or the Reorganized Debtors, any payments, distributions, or dividends any Debtor or Affiliate paid to or received from any Released Party, fraudulent or preferential transfer or conveyance, tort, contract, breach of fiduciary duty, violation of state or federal laws, including securities laws, negligence, gross negligence, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements between any Debtor and any Released Releasing Party, the restructuring of Claims and or Interests prior to or in the Chapter 11 Reorganization Cases, the negotiation, formulation, Plan or preparation of the Support Agreement, the Plan, the Disclosure Statement, the Plan Supplement, Statement or any related agreementscontracts, instruments, releases, agreements and documents, or upon any other act or omission, transaction, agreement, event or other documentsoccurrence taking place on or before the Effective Date, against any Released Party and its respective property; provided, however, that the foregoing “Third-Party Release” in no event shall not operate to waive or anything in this Section 8.4(c) be construed as a release any Claims, obligations, debts, rights, suits, damages, remedies, Causes of Action, and liabilities in respect of any Released Party(i) Intercompany Claim or (ii) Person’s fraud, solely to the extent (1) arising under any agreements entered into pursuant to the Plangross negligence, or (2) willful misconduct, as determined by a Final Order, for matters with respect to Claims by Professionals related to Professionals’ final fee applications or accrued Professional compensation claims in the Chapter 11 CasesDebtors. Entry of the Confirmation Order shall will constitute the Bankruptcy Court’s approval, pursuant to section 363 of the Bankruptcy Code and Bankruptcy Rule 9019, of the Third-Party Releasereleases in Sections 8.4(b) and (c), which includes by reference each of the related provisions and definitions contained herein, and, and further, shall will constitute the Bankruptcy Court’s finding that thesuch releases are (i) in exchange for the good and valuable consideration provided by the Debtors and the other Released Parties, representing good faith settlement and compromise of the claims released herein, (ii) in the best interests of the Debtors and all holders of Claims and Interests, (iii) fair, equitable, and reasonable, (iv) approved after due notice and opportunity for hearing, and (v) a bar to any of the Releasing Parties asserting any claim or cause of action released by the Releasing Parties against any of the Debtors and the other Released Parties or their respective property. Notwithstanding anything to the contrary contained herein, with respect to a Released Party that is a non-Debtor, nothing in the Plan or the Confirmation Order shall effect a release of any claim by the United States government or any of its agencies whatsoever, including without limitation, any claim arising under the Internal Revenue Code, the environmental laws or any criminal laws of the United States against such Released Party, nor shall anything in the Confirmation Order or the Plan enjoin the United States from bringing any claim, suit, action or other proceeding against such Released Party for any liability whatever, including without limitation, any claim, suit or action arising under the Internal Revenue Code, the environmental laws or any criminal laws of the United States, nor shall anything in the Confirmation Order or the Plan exculpate any non-Debtor party from any liability to the United States Government or any of its agencies, including any liabilities arising under the Internal Revenue Code, the environmental laws or any criminal laws of the United States against such Released Party. Notwithstanding anything to the contrary contained herein, except to the extent permissible under applicable law, as such law may be extended or interpreted subsequent to the Effective Date, except with respect to a Released Party that is a Debtor, nothing in the Confirmation Order or the Plan shall effect a release of any claim by any state or local authority whatsoever, including without limitation, any claim arising under the environmental laws or any criminal laws of any state or local authority against any Released Party that is a non-Debtor, nor shall anything in the Confirmation Order or the Plan enjoin any state or local authority from bringing any claim, suit, action or other proceeding against any Released Party that is a non-Debtor for any liability whatever, including without limitation, any claim, suit or action arising under the environmental laws or any criminal laws of any state or local authority, nor shall anything in the Confirmation Order or the Plan exculpate any party from any liability to any state or local authority whatsoever, including any liabilities arising under the environmental laws or any criminal laws of any state or local authority against any Released Party that is a non-Debtor. As to the United States, its agencies, departments or agents, nothing in the Plan or Confirmation Order shall discharge, release, or otherwise preclude: (i) any liability of the Debtors or Reorganized Debtors arising on or after the Effective Date; or (ii) any valid right of setoff or recoupment. Furthermore, nothing in the Plan or the Confirmation Order: (A) discharges, releases, or precludes any environmental liability that is not a claim (as that term is defined in the Bankruptcy Code), or any environmental claim (as the term “claim” is defined in the Bankruptcy Code) of a governmental unit that arises on or after the Effective Date; (B) releases the Debtors or the Reorganized Debtors from any non-dischargeable liability under environmental law as the owner or operator of property that such persons own or operate after the Effective Date; (C) releases or precludes any environmental liability to a governmental unit on the part of any Persons other than the Debtors and Reorganized Debtors; or (D) enjoins a governmental unit from asserting or enforcing outside this Court any liability described in this paragraph.

Releases by Holders of Claims and Interests. Notwithstanding anything contained in the Plan to the contrary, on the Confirmation Date and effective as As of the Effective Date, except as otherwise specifically provided in the Releasing Parties (regardless Plan and to the fullest extent permitted by law, for good and valuable consideration, Holders of whether a Releasing Party is a Released Party) Claims and Interests shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever discharge released and release (discharged the Debtors and each Entity so discharged and released shall be deemed discharged and released by the Releasing Parties) the Released Parties and their respective property from any and all Claims, Interests, obligations, debts, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever, including any derivative Claims asserted or which could be asserted on behalf of a Debtorthe Debtors, whether known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, that such Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Reorganized Debtors, the Transaction, the Chapter 11 CasesRestructuring, the purchase, sale, or rescission of the purchase or sale of any security of the Debtors or the Reorganized Debtors, any payments, distributions, or dividends any Debtor or Affiliate paid to or received from any Released Party, fraudulent or preferential transfer or conveyance, tort, contract, breach of fiduciary duty, violation of state or federal laws, including securities laws, negligence, gross negligence, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the PlanRestructuring, the business or contractual arrangements between any Debtor Debtors and any Released Party, the restructuring of Claims and Interests prior to or in the Chapter 11 CasesRestructuring, the negotiation, formulation, or preparation of the Support Agreement, the Plan, the Disclosure Statement, the Plan SupplementRestructuring Documents and related disclosures, or related agreements, instruments, or other documents; provided, howeverupon any other act or omission, that the foregoing “Third-Party Release” shall not operate to waive or release any Claimstransaction, obligationsagreement, debts, rights, suits, damages, remedies, Causes of Action, and liabilities in respect of any Released Party, solely to the extent (1) arising under any agreements entered into pursuant to the Planevent, or (2) with respect other occurrence taking place on or before the Effective Date, other than Claims or liabilities arising out of or relating to Claims by Professionals related to Professionals’ final fee applications any act or accrued Professional compensation claims in the Chapter 11 Cases. Entry omission of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Debtors or Released Party Release, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that theconstitutes willful misconduct (including actual fraud) or gross negligence.

Releases by Holders of Claims and Interests. Notwithstanding anything contained in the Plan to the contrary, on the Confirmation Date and effective as As of the Effective Date, except for the Releasing Parties (regardless rights that remain in effect from and after the Effective Date to enforce this Plan and the Definitive Documents, for good and valuable consideration, the adequacy of whether a Releasing Party which is a Released Party) conclusivelyhereby confirmed, absolutelyincluding, unconditionallywithout limitation, irrevocably, and forever discharge and release (and each Entity so discharged and released shall be deemed discharged and released by the Releasing Parties) service of the Released Parties to facilitate the reorganization of the Company and their respective property the implementation of the Restructuring, and except as otherwise provided in this Plan or in the Confirmation Order, the Released Parties are deemed forever released and discharged, to the maximum extent permitted by law, by (i) the holders of all Claims or Interests who vote to accept the Plan, (ii) the holders of Claims or Interests that are unimpaired under the Plan, (iii) the holders of Claims or Interests whose vote to accept or reject the Plan is solicited but who do not vote either to accept or to reject the Plan, and (iv) the holders of Claims or Interests who vote to reject the Plan but do not opt out of granting the releases set forth herein, from any and all Claims, Interests, obligations, debts, rights, suits, judgments, damages, demands, debts, rights, Causes of Action, remedies, losses, and liabilities whatsoever, including any derivative Claims claims, asserted or which could be asserted assertable on behalf of a Debtorthe Company, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity equity, or otherwise, that such Entity holders or their affiliates would have been legally entitled to assert in their own right (whether individually or collectively)) or on behalf of the holder of any Claim or Interest or other person, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Reorganized Debtors, the TransactionCompany, the Chapter 11 Cases, the purchase, sale, or rescission of the purchase or sale of any security of the Debtors Company or the Reorganized Debtors, any payments, distributions, or dividends any Debtor or Affiliate paid to or received from any Released Party, fraudulent or preferential transfer or conveyance, tort, contract, breach of fiduciary duty, violation of state or federal laws, including securities laws, negligence, gross negligenceCompany, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements between any Debtor the Company and any Released Party, the Restructuring, the restructuring of Claims and Interests prior to any Claim or in Interest before or during the Chapter 11 Cases, the Disclosure Statement, the Restructuring Support Agreement, and the Plan and related agreements, instruments, and other documents (including the Definitive Documents), and the negotiation, formulation, or preparation of the Support Agreementthereof, the Plan, the Disclosure Statement, the Plan Supplement, or related agreements, instruments, or other documents; provided, however, that the foregoing “Third-Party Release” shall not operate to waive or release any Claims, obligations, debts, rights, suits, damages, remedies, Causes solicitation of Action, and liabilities in votes with respect of any Released Party, solely to the extent (1) arising under any agreements entered into pursuant to the Plan, or (2) with respect to any other act or omission, other than Claims by Professionals or Causes of Action arising out of or related to Professionals’ final fee applications any act or accrued Professional compensation claims in the Chapter 11 Cases. Entry omission of the Confirmation Order shall constitute the Bankruptcy Court’s approvala Released Party that constitutes fraud, pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that thegross negligence or willful misconduct.

Releases by Holders of Claims and Interests. Notwithstanding anything contained in the Plan to the contrary, on the Confirmation Date and effective as of the Effective Date, for good and valuable consideration, the adequacy of which is hereby confirmed, except as otherwise provided in the Plan or in the Confirmation Order, to the fullest extent permissible under applicable law, as such law may be extended or integrated after the Effective Date, each Releasing Parties (regardless of whether a Releasing Party is a Released Party) , shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever discharge forever, released, and release (discharged the Debtors, the Reorganized Debtors, and each Entity so discharged and released shall be deemed discharged and released by the Releasing Parties) the Released Parties and their respective property from any and all Claims, Interests, obligations, debts, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever, including any derivative Claims or Causes of Action asserted or which could that may be asserted on behalf of a Debtorthe Debtors or their Estates, that such Entity would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the Holder of any Claim or Interest, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity equity, or otherwise, that such Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, any act or omission, transaction, agreement, event, or other occurrence taking place on or before the DebtorsEffective Date, the Reorganized Debtorsincluding any Claims or Causes of Action based on or relating to, the Transactionor in any manner arising from, in whole or in part, the Chapter 11 Cases, the Debtors, the governance, management, transactions, ownership, or operation of the Debtors, the purchase, sale, sale or rescission of the purchase or sale of any security of the Debtors or the Reorganized DebtorsDebtors (which includes, for the avoidance of doubt, all claims and Causes of Action asserted or assertable in the Securities Class Action), the DIP Facility, the Convertible Notes Agreements, the Miner Equipment Lender Agreements, the Mortgage Agreements, the General Contracts, any paymentsand all agreements relating to M&M Liens, distributionsthe formulation, preparation, dissemination, solicitation, negotiation, entry into, or dividends filing of the Plan (including the Plan Supplement), the Disclosure Statement, or any Debtor or Affiliate paid to or received from any Released Party, fraudulent or preferential transfer or conveyance, tortRestructuring Transaction, contract, breach of fiduciary dutyinstrument, violation of state or federal laws, including securities laws, negligence, gross negligence, the subject matter ofrelease, or other agreement or document (including any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the transactions Plan or events giving rise to, the reliance by any Claim Released Party on the Plan or Interest that is treated Confirmation Order in lieu of such legal opinion) created or entered into in connection with the Plan, the business or contractual arrangements between any Debtor and any Released Party, the restructuring of Claims and Interests prior to or in the Chapter 11 Cases, the negotiation, formulation, or preparation of the Support Agreement, the PlanPlan Supplement, the Disclosure Statement, the Plan SupplementSettlements, the New Secured Convertible Notes Documents, the New Secured Notes Documents, the Contingent Payment Obligations Documents, the New Miner Equipment Lender Debt Documents, the Exit Facility Documents, the New Warrants Agreement, the Rights Offering, the Backstop Commitment Letter, the Initial DIP Loan Documents, the DIP Facility, the Terminated RSA, the RSA, the Chapter 11 Cases, the pursuit of confirmation and consummation of the Plan, the administration and implementation of the Plan or Confirmation Order, including the issuance or distribution of securities pursuant to the Plan (including, but not limited to, the New Common Interests), or related agreements, instruments, or other documents; provided, however, that the foregoing “Third-Party Release” shall not operate to waive or release any Claims, obligations, debts, rights, suits, damages, remedies, Causes distribution of Action, and liabilities in respect of any Released Party, solely to the extent (1) arising property under any agreements entered into pursuant to the Plan, or (2) with respect any other agreement, act or omission, transaction, event, or other occurrence taking place on or before the Effective Date. Notwithstanding anything to Claims by Professionals related to Professionals’ final fee applications or accrued Professional compensation claims the contrary in the Chapter 11 Cases. Entry foregoing, the releases set forth in this Section 10.6(b) (i) shall only be applicable to the maximum extent permitted by law; and (ii) shall not be construed as (a) releasing any Released Party from Claims or Causes of Action arising from an act or omission that is judicially determined by a Final Order to have constituted actual fraud (provided that actual fraud shall not exempt from the scope of these third-party releases any Claims or Causes of Action arising under sections 544 or 548 of the Confirmation Order shall constitute Bankruptcy Code or state laws governing fraudulent or otherwise avoidable transfers or conveyances), willful misconduct, or gross negligence, or (b) releasing any post-Effective Date obligations of any party or Entity under the Bankruptcy Court’s approvalPlan, pursuant any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to Bankruptcy Rule 9019, of implement the Third-Party Release, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that thePlan.

Releases by Holders of Claims and Interests. Notwithstanding anything contained As of the Plan Effective Date, except for the rights that remain in effect from and after the Plan Effective Date to enforce the Plan, the Definitive Documents, and the documents in the Plan to Supplement and the contraryobligations contemplated by the Restructuring, on and after the Confirmation Date and effective as of the Plan Effective Date, the Releasing Released Parties (regardless of whether a Releasing Party is a Released Party) will be deemed conclusively, absolutely, unconditionally, irrevocably, and forever discharge released and release (and each Entity so discharged and released shall be deemed discharged and released discharged, to the maximum extent permitted by law, by the Releasing Parties) the Released Parties and their respective property , in each case from any and all ClaimsClaims and Causes of Action whatsoever (including any derivative claims, Interestsasserted or assertable on behalf of the Debtors, obligationsthe Reorganized Debtors, debts, rights, suits, damages, or their Estates; such Claims or Causes of Action, remedies, and liabilities whatsoever, including any derivative Claims asserted or which could be asserted on behalf of a Debtorthe “Additional Debtor Claims”)), whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, accrued or unaccrued, existing or hereinafter arising, whether in law or equity, whether sounding in tort or contract, whether arising under federal or state statutory or common law, equity or any other applicable international, foreign, or domestic law, rule, statute, regulation, treaty, right, duty, requirement or otherwise, that such Entity holders or their estates, affiliates, heirs, executors, administrators, successors, assigns, managers, accountants, attorneys, representatives, consultants, agents, and any other Persons claiming under or through them would have been legally entitled to assert in their own right (whether individually or collectively)) or on behalf of the holder of any Claim or Interest or other Person, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Reorganized Debtors, the Transactionor their Estates, the Chapter 11 Cases, the purchase, sale, or rescission of the purchase or sale of any security of the Debtors or the Reorganized Debtors, any payments, distributions, or dividends any Debtor or Affiliate paid to or received from any Released Party, fraudulent or preferential transfer or conveyance, tort, contract, breach of fiduciary duty, violation of state or federal laws, including securities laws, negligence, gross negligence, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements or interactions between any Debtor and any Released Party, the Restructuring, the restructuring of Claims and Interests prior to any Claim or in the Chapter 11 Cases, the negotiation, formulation, or preparation of the Support Agreement, the Plan, the Disclosure Statement, the Plan Supplement, or related agreements, instruments, or other documents; provided, however, that the foregoing “Third-Party Release” shall not operate to waive or release any Claims, obligations, debts, rights, suits, damages, remedies, Causes of Action, and liabilities in respect of any Released Party, solely to the extent (1) arising under any agreements entered into pursuant to the Plan, or (2) with respect to Claims by Professionals related to Professionals’ final fee applications or accrued Professional compensation claims in the Chapter 11 Cases. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that theInterest before or

Releases by Holders of Claims and Interests. Notwithstanding anything contained Except as expressly set forth in the Plan to or the contraryConfirmation Order, on the Confirmation Date and effective as of the Effective Date, to the fullest extent permissible under applicable law, as such law may be extended or interpreted subsequent to the Effective Date, each Releasing Parties Party (regardless of whether a such Releasing Party is a Released Party) ), in consideration for the obligations of the Debtors and the other Released Parties under the Plan, the Distributions provided for under the Plan, and the contracts, instruments, releases, agreements or documents executed and delivered in connection with the Plan and the Restructuring Transaction, will be deemed to have consented to the Plan for all purposes and the restructuring embodied herein and deemed to conclusively, absolutely, unconditionally, irrevocably, irrevocably and forever release, waive and discharge and release (and each Entity entity so discharged and released shall be deemed released and discharged and released by the Releasing Parties) all claims (as such term “claim” is defined in section 101(5) of the Released Parties and their respective property from any and all Claims, InterestsBankruptcy Code), obligations, debts, rightssuits, suitsjudgments, damages, Causes demands, rights, causes of Actionaction, remedies, and remedies or liabilities whatsoever, including any all derivative Claims claims asserted or which could be asserted on behalf of a DebtorDebtor (other than all rights, remedies and privileges of any party under the Plan, and the Plan Supplement and the contracts, instruments, releases, agreements and documents (including, without limitation, the Plan Documents) delivered under or in connection with the Plan), including, without limitation, any claims for any such loss such holder may suffer, have suffered or be alleged to suffer as a result of the Debtors commencing the Reorganization Cases or as a result of the Plan being consummated, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then existing or thereafter arising, in law, equity or otherwiseotherwise that are based on, that such Entity would have been legally entitled to assert (whether individually or collectively), based on or relating related to, or in any manner arising from, in whole or in part, any act or omission, transaction, event or other occurrence taking place on or prior to the Effective Date in any way relating to the Debtors, the Reorganized Debtors, the Transaction, the Chapter 11 Reorganization Cases, the purchase, sale, purchase or sale or rescission of the purchase or sale of any security of the Debtors or the Reorganized Debtors, any payments, distributions, or dividends any Debtor or Affiliate paid to or received from any Released Party, fraudulent or preferential transfer or conveyance, tort, contract, breach of fiduciary duty, violation of state or federal laws, including securities laws, negligence, gross negligence, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements between any Debtor and any Released Releasing Party, the restructuring of Claims and or Interests prior to or in the Chapter 11 Reorganization Cases, the negotiation, formulation, Plan or preparation of the Support Agreement, the Plan, the Disclosure Statement, the Plan Supplement, Statement or any related agreementscontracts, instruments, releases, agreements and documents, or upon any other act or omission, transaction, agreement, event or other documentsoccurrence taking place on or before the Effective Date, against any Released Party and its respective property; provided, however, that the foregoing “Third-Party Release” in no event shall not operate to waive or anything in this Section 8.4(c) be construed as a release any Claims, obligations, debts, rights, suits, damages, remedies, Causes of Action, and liabilities in respect of any Released Party(i) Intercompany Claim or (ii) Person’s fraud, solely to the extent (1) arising under any agreements entered into pursuant to the Plangross negligence, or (2) willful misconduct, as determined by a Final Order, for matters with respect to Claims by Professionals related to Professionals’ final fee applications or accrued Professional compensation claims in the Chapter 11 CasesDebtors. Entry of the Confirmation Order shall will constitute the Bankruptcy Court’s approval, pursuant to section 363 of the Bankruptcy Code and Bankruptcy Rule 9019, of the Third-Party Releasereleases in Sections 8.4(b) and (c), which includes by reference each of the related provisions and definitions contained herein, and, and further, shall will constitute the Bankruptcy Court’s finding that thesuch releases are (i) in exchange for the good and valuable consideration provided by the Debtors and the other Released Parties, representing good faith settlement and compromise of the claims released herein, (ii) in the best interests of the Debtors and all holders of Claims and Interests, (iii) fair, equitable, and reasonable, (iv) approved after due notice and opportunity for hearing, and (v) a bar to any of the Releasing Parties asserting any claim or cause of action released by the Releasing Parties against any of the Debtors and the other Released Parties or their respective property. Notwithstanding anything to the contrary contained herein, with respect to a Released Party that is a non-Debtor, nothing in the Plan or the Confirmation Order shall effect a release of any claim by the United States government or any of its agencies whatsoever, including without limitation, any claim arising under the Internal Revenue Code, the environmental laws or any criminal laws of the United States against such Released Party, nor shall anything in the Confirmation Order or the Plan enjoin the United States from bringing any claim, suit, action or other proceeding against such Released Party for any liability whatever, including without limitation, any claim, suit or action arising under the Internal Revenue Code, the environmental laws or any criminal laws of the United States, nor shall anything in the Confirmation Order or the Plan exculpate any non- Debtor party from any liability to the United States Government or any of its agencies, including any liabilities arising under the Internal Revenue Code, the environmental laws or any criminal laws of the United States against such Released Party. Notwithstanding anything to the contrary contained herein, except to the extent permissible under applicable law, as such law may be extended or interpreted subsequent to the Effective Date, except with respect to a Released Party that is a Debtor, nothing in the Confirmation Order or the Plan shall effect a release of any claim by any state or local authority whatsoever, including without limitation, any claim arising under the environmental laws or any criminal laws of any state or local authority against any Released Party that is a non-Debtor, nor shall anything in the Confirmation Order or the Plan enjoin any slate or local authority from bringing any claim, suit, action or other proceeding against any Released Party that is a non-Debtor for any liability whatever, including without limitation, any claim, suit or action arising under the environmental laws or any criminal laws of any state or local authority, nor shall anything in the Confirmation Order or the Plan exculpate any party from any liability to any state or local authority whatsoever, including any liabilities arising under the environmental laws or any criminal laws of any state or local authority against any Released Party that is a non-Debtor. As to the United States, its agencies, departments or agents, nothing in the Plan or Confirmation Order shall discharge, release, or otherwise preclude: (i) any liability of the Debtors or Reorganized Debtors arising on or after the Effective Date: or (ii) any valid right of setoff or recoupment. Furthermore, nothing in the Plan or the Confirmation Order: (A) discharges, releases, or precludes any environmental liability that is not a claim (as that term is defined in the Bankruptcy Code), or any environmental claim (as the term “claim” is defined in the Bankruptcy Code) of a governmental unit that arises on or after the Effective Date: (B) releases the Debtors or the Reorganized Debtors from any non-dischargeable liability under environmental law as the owner or operator of property that such persons own or operate after the Effective Date; (C) releases or precludes any environmental liability to a governmental unit on the part of any Persons other than the Debtors and Reorganized Debtors: or (D) enjoins a governmental unit from asserting or enforcing outside this Court any liability described in this paragraph.

Releases by Holders of Claims and Interests. Notwithstanding anything contained in the Plan to the contrary, on the Confirmation Date and effective as As of the Effective Date, except for the Releasing Parties (regardless rights that remain in effect from and after the Effective Date to enforce the Plan and the Plan Documents, for good and valuable consideration, the adequacy of whether a Releasing Party which is a Released Party) conclusivelyhereby confirmed, absolutelyincluding, unconditionally, irrevocably, and forever discharge and release (and each Entity so discharged and released shall be deemed discharged and released by the Releasing Parties) service of the Released Parties to facilitate the reorganization of the Debtors and their respective property the implementation of the Restructuring, and except as otherwise provided in the Plan or in the Confirmation Order, the Released Parties, are deemed forever released and discharged by (i) subject to the penultimate sentence of this Section 10.9(b) of the Plan, holders of all Claims who vote to either accept or reject the Plan but do not opt out of granting the releases set forth herein (a “Release Opt-Out”), (ii) the Revolving Credit Facility Agent, (iii) the Unsecured Notes Indenture Trustee, (iv) the DIP Facility Agent, and (v) the Statutory Committees from any and all Claimsclaims, Interestsinterests, obligations, suits, judgments, damages, demands, debts, rights, suits, damages, Causes of Action, Released and Settled Claims, losses, remedies, and liabilities whatsoever, including any derivative Claims claims, asserted or which could be asserted assertable on behalf of a Debtorthe Debtors, and any claims for breach of any fiduciary duty (or any similar duty), whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity equity, or otherwise, that such Entity holders or their affiliates would have been legally entitled to assert in their own right (whether individually or collectively)) or on behalf of the holder of any Claim or Interest or other Entity, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Reorganized Debtors, the Transaction, the Chapter 11 Cases, the purchase, sale, or rescission of the purchase or sale of any security Security of the Debtors or the Reorganized Debtors, any payments, distributions, or dividends any Debtor or Affiliate paid to or received from any Released Party, fraudulent or preferential transfer or conveyance, tort, contract, breach of fiduciary duty, violation of state or federal laws, including securities laws, negligence, gross negligence, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements between any Debtor and any Released PartyParty (including, the Revolving Credit Documents and the Indentures), the DIP Facility, the Restructuring, the restructuring of Claims and Interests prior to any Claim or in Interest before or during the Chapter 11 Cases, the Restructuring Transactions, the Rights Offering, the Exchange Agreement, the LegacyCo Contribution Agreement, the Permian Contribution Agreement, the creation of New Permian Corp., LegacyCo, or the AUNC Trust, the negotiation, formulation, or preparation of the Support Agreement, the Plan, the Disclosure Statement, the Plan Supplement, or and related agreements, instruments, or and other documents; provideddocuments (including the Plan Documents, howeverthe Restructuring Support Agreement and the trust agreement creating the AUNC Trust), that the foregoing “Third-Party Release” shall not operate to waive or release any Claims, obligations, debts, rights, suits, damages, remedies, Causes solicitation of Action, and liabilities in votes with respect of any Released Party, solely to the extent Plan, the Backstop Commitment Agreement, or the Rights Offering, any membership in (1) arising under including, but not limited to, on an ex officio basis), participation in, or involvement with the Creditors’ Committee, the structuring, negotiation, performance, or conducting of, participation in, or entry into, the Rights Offering and/or the Backstop Commitment Agreement (including, but not limited to, payment or receipt of the Put Option Premium), including by any agreements entered into member of the Creditors’ Committee, or any other act or omission, except for Claims related to any act or omission that is determined in a Final Order by a court of competent jurisdiction to have constituted actual fraud or willful misconduct, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. For the avoidance of doubt, notwithstanding the foregoing, a Release Opt-Out solely means that such holder (i) is electing to not release the Released Parties other than the Debtors, and (ii) shall not impair, limit or (2) with respect to Claims by Professionals related to Professionals’ final fee applications or accrued Professional compensation claims effect in any way the Chapter 11 Cases. Entry exculpation of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, Exculpated Parties as set forth in Section 10.8 of the Third-Party ReleasePlan. For the avoidance of doubt, which includes by reference each the foregoing releases shall not release the indemnification rights of the (i) Secured Notes Indenture Trustee under the Secured Notes Indentures and any related provisions documentation, and definitions contained herein, and, further, shall constitute (ii) the Bankruptcy Court’s finding that theUnsecured Notes Indenture Trustee under the Unsecured Notes Indentures and any related documentation.