Common use of Releases by the Debtors Clause in Contracts

Releases by the Debtors. Notwithstanding anything contained in the Plan to the contrary, pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, the adequacy of which is hereby confirmed, on and after the Effective Date, each Released Party is deemed released and discharged by each and all of the Debtors, the Reorganized Debtors, and their Estates, in each case on behalf of themselves and their respective successors, assigns, and representatives, and any and all other entities who may purport to assert any Cause of Action, directly or derivatively, by, through, for, or because of the foregoing entities, from any and all Claims and Causes of Action, whether known or unknown, including any derivative claims, asserted or assertable on behalf of any of the Debtors, that the Debtors, the Reorganized Debtors, or their Estates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim against, or Interest in, a Debtor or other Entity, or that any holder of any Claim against, or Interest in, a Debtor or other Entity could have asserted on behalf of the Debtors, based on or relating to, or in any manner arising from, in whole or in part, the Debtors (including the management, ownership, or operation thereof), the purchase, sale, or rescission of any security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the Merger Agreement, the Debtors’ in- or out-of-court restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the Debtors), intercompany transactions, the Chapter 11 Cases, the TSA, the formulation, preparation, dissemination, negotiation, entry into, or filing of, as applicable, the Merger Agreement, the TSA and related prepetition transactions, the Definitive Documents, the Disclosure Statement, the Plan, the Plan Supplement, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Merger Agreement, the TSA, the Disclosure Statement, the Plan, the Plan Supplement, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance, distribution, or conversion of securities pursuant to the Merger Agreement, the Plan, or the distribution of property under the Plan or any other related agreement, including the Merger Agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release any post-Effective Date obligations of any party or Entity under the Plan, the Merger Agreement, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, including the assumption of the Indemnification Provisions as set forth in the Plan. Entry of the Confirmation Order shall constitute the Court’s approval, pursuant to Bankruptcy Rule 9019, of the Debtor Release, which includes by reference each of the related provisions and definitions contained in the Plan, and further, shall constitute the Court’s finding that the Debtor Release is: (a) in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, the Released Parties’ contributions to facilitating the Restructuring and implementing the Plan; (b) a good faith settlement and compromise of the Claims released by the Debtor Release; (c) in the best interests of the Debtors and all holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and made after due notice and opportunity for hearing; and (f) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting any Claim or Cause of Action released pursuant to the Debtor Release.

Releases by the Debtors. Notwithstanding anything contained in the Plan to the contrary, pursuant Pursuant to section 1123(b) of the Bankruptcy Code, and except as otherwise specifically provided for herein, for good and valuable consideration, the adequacy of which is hereby confirmed, on and after the Effective Date, each the Released Party is Parties are deemed released and discharged by each and all of the Debtors, the Reorganized Debtors, and their Estates, in each case on behalf of themselves and their respective successors, assigns, and representatives, and any and all other entities who may purport to assert any Cause of Action, directly or derivatively, by, through, for, or because of the foregoing entities, Estates from any and all Claims Claims, obligations, rights, and Causes liabilities whatsoever, whether for tort, fraud, contract, violations of Actionfederal or state securities laws, Avoidance Actions, including any derivative Claims, asserted or that could possibly have been asserted directly or indirectly on behalf of the Debtors, whether known or unknown, including foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, and any derivative claims, and all Causes of Action asserted or assertable that could possibly have been asserted on behalf of any of the Debtors, that the Debtors, the Reorganized Debtors, the Estates, or their Estates 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 against, or Interest in, a Debtor or other Entity, or that any holder of any Claim against, or Interest in, a Debtor or other Entity could have asserted on behalf of the Debtors, based on or relating to, or in any manner arising from, in whole or in part, the Debtors (including or their Affiliates, the managementChapter 11 Cases, ownership, or operation thereof)the Transaction, the purchase, sale, or rescission of the purchase or sale of any security Security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the Merger business or contractual arrangements between any Debtor and any Released Party, prepetition contracts and agreements with one or more Debtors (including the SuperMedia Secured Credit Agreement and other agreements reflecting long-term indebtedness), the SuperMedia Support Agreement, the Debtors’ in- restructuring of Claims and Interests prior to or out-of-court restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the Debtors), intercompany transactions, in the Chapter 11 Cases, the TSAnegotiation, the formulation, preparation, dissemination, negotiation, entry into, solicitation or filing of, as applicable, the Merger Agreement, the TSA and related prepetition transactions, the Definitive Documents, the Disclosure Statement, the Plan, preparation of the Plan Supplementand Disclosure Statement or related agreements, or any Restructuring Transaction, contract, instrument, releaseinstruments, or other agreement or document created or entered into in connection with the Merger Agreementdocuments, the TSA, the Disclosure Statement, the Plan, the Plan Supplement, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance, distribution, or conversion of securities pursuant to the Merger Agreement, the Plan, or the distribution of property under the Plan or any other related agreement, including the Merger Agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date. Notwithstanding anything , other than Claims or liabilities arising out of or related to any contractual or fixed monetary obligation owed to the contrary in Debtors or the foregoing, the releases set forth above do not release any post-Effective Date obligations of any party or Entity under the Plan, the Merger Agreement, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, including the assumption of the Indemnification Provisions as set forth in the PlanReorganized Debtors. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Debtor Releaserelease set forth in this Section 8.2, which includes by reference each of the related provisions and definitions contained in the Planherein, and further, shall constitute the Bankruptcy Court’s finding that the Debtor Release such release is: (a) in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, the Released Parties’ contributions to facilitating the Restructuring and implementing the Plan; (b) a good faith settlement and compromise of the Claims released by the Debtor Releasethis Section 8.2; (c) in the best interests of the Debtors and all holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and made after due notice and opportunity for hearing; and (f) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates Debtors asserting any Claim or Cause of Action released pursuant to the Debtor Releaseby this Section 8.2.

Releases by the Debtors. Notwithstanding anything contained in the Plan to the contrary, pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, the adequacy of which is hereby confirmed, on and after the Effective Date, each Released Party is, and is deemed to be, hereby conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged by each and all of the Debtors, the Reorganized Debtors, and their Estates, in each case on behalf of themselves and their respective successors, assigns, Affiliates and representatives, and any and all other entities who may purport to assert any Cause of ActionRelated Parties, directly or derivatively, by, through, for, or because of the foregoing entitiesEntities, from any and all Claims and Claims, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereafter arising, in law, equity, contract, tort, or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtors, that the Debtors, the Reorganized Debtors, or their Estates or 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 against, or Interest in, a Debtor or other Entity, such Affiliate or that any holder of any Claim against, or Interest in, a Debtor or other Entity could have asserted on behalf of the DebtorsRelated Party, based on or relating to, or in any manner arising from, in whole or in part, the Debtors and their respective Affiliates and Related Parties (including the management, ownership, or operation thereof), the purchase, sale, or rescission of any security Security of the Debtors or the Reorganized Debtorstheir respective Affiliates and Related Parties, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the Merger Agreementbusiness or contractual arrangements between any Debtor and any Released Party, the Debtors’ in- or out-of-court restructuring efforts, intercompany transactions, the ownership and/or operation of the Debtors by any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims Released Party or defenses the distribution or transfer of any Cash or other Property of the Debtors to Claims asserted against any Released Party, the Debtors)’ capital structure, intercompany transactionsmanagement, ownership or operation thereof, the Chapter 11 Cases, the TSA, the formulation, preparation, dissemination, negotiation, entry intofiling, or filing of, as applicable, consummation of the Merger Agreement, the TSA Restructuring Support Agreement and related prepetition transactionsall exhibits thereto, the Definitive Documents, the Disclosure StatementTransaction Documents, the Plan, the Plan SupplementCommitment Letters, or any Restructuring Transaction, the DIP Facility Documents, or any contract, instrument, release, or other agreement or document created or entered into in connection with the Merger AgreementRestructuring Support Agreement and all exhibits thereto, the TSADefinitive Documents, the Disclosure StatementTransaction Documents, the PlanPlan (including, for the avoidance of doubt, the Plan Supplement), the Chapter 11 CasesDIP Facility Documents, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of consummationConsummation, the administration and implementation of the Plan, including the issuance, distribution, issuance or conversion distribution of securities pursuant to the Merger Agreement, the Plan, or the distribution of property under the Plan or any other related agreementagreement or document (including any legal opinion requested by any Entity regarding any transaction, including contract, instrument, document or agreement contemplated by the Merger AgreementPlan or in reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion), or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before taking place on or before the Effective DateDate related or relating to any of the foregoing. Notwithstanding anything contained herein to the contrary in the foregoingcontrary, the releases set forth above do foregoing release does not release (i) any obligations of any party under the Plan or any document, instrument, or agreement executed to implement the Plan, (ii) any post-Effective Date obligations of any party or Entity under the Plan, the Merger Agreement, any Restructuring TransactionConfirmation Order, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan or any Claim or obligation arising under the Plan, including or (iii) the assumption rights of the Indemnification Provisions as set forth in holders of Allowed Claims or Interests to receive distributions under the Plan. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Debtor Release, which includes by reference each of the related provisions and definitions contained in the Plan, and further, shall constitute the Bankruptcy Court’s finding that the Debtor Release is: (a) in exchange for the good and valuable consideration provided by each of the Released Parties, including, without limitation, the Released Parties’ contributions to facilitating the Restructuring Transactions and implementing the Plan; (b) a good faith settlement and compromise of the Claims released by the Debtor Release; (c) in the best interests of the Debtors and all holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and made after due notice and opportunity for hearing; and (f) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting any Claim or Cause of Action released pursuant to the Debtor Release.

Releases by the Debtors. Notwithstanding anything contained As of the Effective Date, except for the rights and remedies that remain in effect from and after the Effective Date to enforce the Prepackaged Plan and the obligations contemplated by the Definitive Documents and the documents in the Plan to the contrary, pursuant to section 1123(b) Supplement or as otherwise provided in any order of the Bankruptcy CodeCourt, to the maximum extent permitted by law, for good and valuable consideration, the adequacy of which is hereby confirmed, including the service of the Released Parties to facilitate the reorganization of the Debtors and the implementation of the Restructuring, on and after the Effective Date, each the Released Party is deemed Parties shall be conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged by each and all of the Debtors, the Reorganized Debtors, and the Debtors’ Estates, and each of their EstatesRelated Parties, in each case on behalf of themselves and their respective successors, permitted assigns, and representatives, representatives and any and all other entities who Persons or Entities that may purport to assert any Cause of Action, directly or Action derivatively, by, through, for, by or because of through the foregoing entitiesPersons or Entities, from any and all Claims and claims, interests (including Interests), obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, whether known liens, losses, remedies, contributions, indemnities, costs, or unknownliabilities whatsoever, including any derivative claimsclaims or Causes of Action, asserted or assertable on behalf of any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates and each of their Related Parties, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, existing or arising, in law, equity, contract, tort, or otherwise, by statute, violations of federal, state, provincial, foreign, or territorial securities laws or otherwise that the Debtors, the Reorganized Debtors, or the Debtors’ Estates and each of their Estates Related Parties would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any a Claim against, or Interest in, a Debtor or other Person or Entity, or that any holder of any Claim against, or Interest in, a Debtor or other Entity could have asserted on behalf of the Debtors, based on or relating to, or in any manner arising from, in whole or in part, the Debtors (including Debtors, the managementReorganized Debtors, ownershipthe Debtors’ Estates, or operation thereof)the Chapter 11 Cases, the purchase, sale, issuance, cancellation, or rescission of the purchase of any security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the PlanInterest, the Merger Agreementbusiness or contractual arrangements between the Debtors and any Released Party, the Shareholder Lawsuits, the restructuring of Claims and Interests before or during the Debtors’ in- or out-of-court restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the Debtors), intercompany transactions, the Chapter 11 Cases, the TSARestructuring, the DIP Documents, the New Exit Facility, the negotiation, formulation, preparation, dissemination, negotiation, entry into, preparation or filing of, as applicable, consummation of the Merger Agreement, Prepackaged Plan (including the TSA and related prepetition transactionsPlan Supplement), the Definitive Documents, the Disclosure StatementRestructuring Support Agreement, and any exhibits or documents related thereto, the Plan, the Plan Supplement, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Merger Agreement, the TSA, the Disclosure Statement, the Plan, the Plan Supplement, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance, distribution, or conversion of securities pursuant to the Merger Agreement, the PlanSolicitation Materials, or the distribution solicitation of property under votes with respect to the Plan or Prepackaged Plan, in all cases based on any other related agreement, including the Merger Agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date. Notwithstanding anything ; provided that claims or Causes of Action arising out of or related to any act or omission of a Released Party that constitutes actual fraud, gross negligence, or willful misconduct as determined by a Final Order shall not be released; provided, further, that the releases under this section VIII.C are subject to determination by the Disinterested Director prior to the contrary in the foregoing, Confirmation Hearing that the releases set forth above do are appropriate and provided, further, that (i) Xxxxx Xxxxxxx, (ii) Xxxxxxx Xxxxxxx, and (iii) any such other persons designated by the Disinterested Director prior to the Confirmation Hearing shall not release any post-Effective Date obligations of any party or Entity under the Plan, the Merger Agreement, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, including the assumption of the Indemnification Provisions as set forth in the Plan. be a “Released Party.” Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Debtor Release, which includes by reference each of the related provisions and definitions contained in the Prepackaged Plan, and further, shall constitute the Bankruptcy Court’s finding that the Debtor Release is: (a1) in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, including the Released Parties’ contributions to facilitating the Restructuring Transactions and implementing the Prepackaged Plan; (b2) a good faith settlement and compromise of the Claims claims and Causes of Action released by the Debtor Release; (c3) in the best interests of the Debtors and all holders Holders of Claims and Interests; (d4) fair, equitable, and reasonable; (e5) given and made after due notice and opportunity for hearing; and (f6) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting any Claim or Cause of Action of any kind whatsoever released pursuant to the Debtor Release.

Releases by the Debtors. Notwithstanding anything contained As of the Effective Date, except for the rights that remain in effect from and after the Effective Date to enforce this Plan and the Plan to the contrary, pursuant to section 1123(b) of the Bankruptcy CodeDocuments, for good and valuable consideration, the adequacy of which is hereby confirmed, on including, the service of the Released Parties to facilitate the reorganization of the Debtors, the implementation of the Restructuring, and after except as otherwise provided in this Plan or in the Effective DateConfirmation Order, each the Released Party is Parties are deemed forever released and discharged by each and all of the Debtors, the Reorganized Debtors, and their Estatesthe Debtors’ estates, in each case on behalf of themselves and their respective successors, assigns, and representatives, representatives and any and all other entities Entities who may purport to assert any Cause of Action, directly Action or Released and Settled Claim derivatively, by, through, for, by or because of through the foregoing entitiesEntities, from any and all Claims and claims, interests, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, whether known Released and Settled Claim, losses, remedies, or unknownliabilities whatsoever, including any derivative claims, asserted or assertable on behalf of any of the Debtors, the Reorganized Debtors, or the Debtors’ estates, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, that the Debtors, the Reorganized Debtors, or their Estates the Debtors’ estates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim against, or Interest in, a Debtor or other Entity, or that any holder of any Claim against, or Interest in, a Debtor or other Entity could have asserted on behalf of the Debtors, based on or relating to, or in any manner arising from, in whole or in part, the Debtors (including Debtors, the management, ownership, or operation thereof)Chapter 11 Cases, the purchase, sale, or rescission of the purchase or sale of any security Security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the this Plan, the Merger Agreementbusiness or contractual arrangements between any Debtor and any Released Party (including, the Debtors’ in- or out-of-court restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against Revolving Credit Documents and the DebtorsIndentures), intercompany transactionsthe DIP Facility, the Restructuring, the restructuring of any Claim or Interest before or during the Chapter 11 Cases, the TSARestructuring Transactions, the formulation, preparation, dissemination, negotiation, entry into, or filing of, as applicableRights Offering, the Merger Exchange Agreement, the TSA and related prepetition transactionsLegacyCo Contribution Agreement, the Definitive DocumentsPermian Contribution Agreement, the creation of New Permian Corp., Legacy Co. or the AUNC Trust, the negotiation, formulation, or preparation of the Disclosure Statement, and this Plan and related agreements, instruments, and other documents (including the Plan Documents, the Restructuring Support Agreement and the trust agreement creating the AUNC Trust), the solicitation of votes with respect to this Plan, the Plan SupplementBackstop Commitment Agreement, or the Rights Offering, any membership (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 member of the Creditors’ Committee, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Merger Agreement, the TSA, the Disclosure Statement, the Plan, the Plan Supplement, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance, distribution, or conversion of securities pursuant to the Merger Agreement, the Plan, or the distribution of property under the Plan or any other related agreement, including the Merger Agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on occurrence, except for Claims related to any act or before 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 Effective Date. Notwithstanding anything advice of counsel with respect to the contrary in the foregoing, the releases set forth above do not release any post-Effective Date obligations of any party or Entity under the Plan, the Merger Agreement, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, including the assumption of the Indemnification Provisions as set forth in the Plan. Entry of the Confirmation Order shall constitute the Court’s approval, their duties and responsibilities pursuant to Bankruptcy Rule 9019, of the Debtor Release, which includes by reference each of the related provisions and definitions contained in the this Plan, and further, shall constitute the Court’s finding that the Debtor Release is: (a) in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, the Released Parties’ contributions to facilitating the Restructuring and implementing the Plan; (b) a good faith settlement and compromise of the Claims released by the Debtor Release; (c) in the best interests of the Debtors and all holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and made after due notice and opportunity for hearing; and (f) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting any Claim or Cause of Action released pursuant to the Debtor Release.

Releases by the Debtors. Notwithstanding anything contained in the Plan to the contrary, pursuant to section 1123(b) of the Bankruptcy Code, in exchange for good and valuable consideration, the adequacy of which is hereby confirmed, on and after the Effective Date, each Released Party is, and is deemed hereby to be, fully, conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged by each and all of the Debtors, the Reorganized Debtors, and their Estates, and any person seeking to exercise the rights of the Debtors or their Estates, including any successors to the Debtors or any Estates representatives appointed or selected pursuant to section 1123(b)(3) of the Bankruptcy Code, in each case on behalf of themselves and their respective successors, assigns, and representatives, and any and all other entities Entities who may purport to assert any Cause of Action, directly or derivatively, by, through, for, or because of the foregoing entitiesEntities, from any and all Claims and Causes of Action, whether known or unknown, including any derivative claims, asserted or assertable on behalf of any of the Debtors, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereafter arising, contingent or non-contingent, in law, equity, contract, tort or otherwise, that the Debtors, the Reorganized Debtors, or their Estates, including any successors to the Debtors or any Estates representative appointed or selected pursuant to section 1123(b) of the Bankruptcy Code, would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim against, or Interest in, a Debtor or other Entity, or that any holder Holder of any Claim against, or Interest in, a Debtor or other Entity could have asserted on behalf of the Debtors, based on or relating to, or in any manner arising from, in whole or in part, the Debtors (including the capital structure management, ownership, ownership or operation thereof), the purchase, sale, business or rescission of any security of contractual arrangement between the Debtors or and any Released Party, any Securities issued by the Reorganized DebtorsDebtors and the ownership thereof, the subject matter of, assertion or enforcement of rights and remedies against the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the Merger AgreementDebtors, the Debtors’ in- or out-of-court restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the Debtors), intercompany transactionstransactions between or among a Debtor and another Debtor, the Chapter 11 CasesFirst Lien RBL Credit Documents, the TSAFirst Lien Term Loan Credit Agreement, the Second Lien Notes Indenture, the formulation, preparation, dissemination, negotiation, entry into, or filing of, as applicable, Filing of the Merger Restructuring Support Agreement, the TSA and related prepetition transactions, the Definitive Documents, the Disclosure Statement, the PlanPlan (including, for the avoidance of doubt, the Plan Supplement), the DIP Facility, the Exit Financing, the Backstop Purchase Agreement, the Rights Offering or any Restructuring Transaction, contract, instrument, release, 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 Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the Merger Restructuring Support Agreement, the TSA, the Disclosure Statement, the DIP Credit Agreement, the Exit Financing Documents, the Backstop Purchase Agreement, the Rights Offering, the Plan, or the Plan Supplement, before or during the Chapter 11 Cases, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance, distribution, issuance or conversion distribution of securities Securities pursuant to the Merger Agreement, the Plan, or the distribution of property under the Plan or any other related agreement, including the Merger AgreementPlan, or upon any other related act or omission, transaction, agreement, event, or other occurrence related or relating to any of the foregoing taking place on or before the Effective DateDate related or relating to the foregoing including all relief obtained by the Debtors in the Chapter 11 Cases. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release any post-(i) post Effective Date obligations of any party or Entity under the Plan, the Merger AgreementConfirmation Order, any Restructuring Transaction, or any other document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, including the assumption Exit Financing Documents, or any Claim or obligation arising under the Plan, or (ii) the rights of the Indemnification Provisions as set forth in any holder of Allowed Claims to receive distributions under the Plan. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the foregoing Debtor Release, which includes by reference each of the related provisions and definitions contained in the Plan, and further, shall constitute the Bankruptcy Court’s finding that the Debtor Release is: (a) in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, the Released Parties’ contributions to facilitating the Restructuring Transactions and implementing the Plan; (b) a good faith settlement and compromise of the Claims released by the Debtor Release; (c) in the best interests of the Debtors and all holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and made after due notice and opportunity for hearing; and (f) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting any Claim or Cause of Action released pursuant to the Debtor Release.

Releases by the Debtors. Notwithstanding anything contained in the Plan to the contrary, pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, the adequacy of which is hereby confirmed, on and after the Effective Date, each Released Party is deemed deemed, hereby conclusively, absolutely, unconditionally, irrevocably and forever released and discharged by each and all of the Debtors, the Reorganized Debtors, and their Estates, in each case on behalf of themselves and their respective successors, assigns, and representatives, and any and all other entities who may purport to assert any Cause of Action, directly or derivatively, by, through, for, or because of the foregoing entities, from any and all Claims and Causes of Action, whether known or unknown, including any derivative claims, asserted or assertable on behalf of any of the Debtors, that the Debtors, the Reorganized Debtors, or their Estates Estates, including any successors to the Debtors or any Estate’s representative appointed or selected pursuant to section 1123(b) of the Bankruptcy Code, would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim against, against or Interest in, in a Debtor or other Entity, or that any holder of any Claim against, against or Interest in, in a Debtor or other Entity could have asserted on behalf of the Debtors, based on or relating to, to or in any manner arising from, from in whole or in part, the Debtors (including the management, ownership, or operation thereofthereof or otherwise), the purchase, sale, or rescission of any security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the Merger Agreement, the Debtors’ in- or out-of-court restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the Debtors)Actions, intercompany transactions, the Chapter 11 Cases, the TSA, the formulation, preparation, dissemination, solicitation, negotiation, entry into, or filing of, as applicable, of the Merger Restructuring Support Agreement, the TSA and related prepetition transactions, the Definitive Documents, the Disclosure Statement, the Plan, the Plan Supplement, the Takeback Exit Facility, the New RCF, the New Common Stock, the New Warrants, the New Warrant Agreement, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Merger Restructuring Support Agreement, the TSA, the Disclosure Statement, the Plan, the Plan Supplement, the Takeback Exit Facility, the New RCF, the New Common Stock, the New Warrants, the New Warrant Agreement, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of consummationConsummation, the administration and implementation of the Plan, including the issuance, distribution, issuance or conversion distribution of securities pursuant to the Merger Agreement, the Plan, or the distribution of property under the Plan or any other related agreement, including the Merger Agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release release: (a) any post-Effective Date obligations of any party or Entity under the Plan, the Merger AgreementConfirmation Order, any Restructuring TransactionDocument, or any post-Effective Date transaction contemplated by the Restructuring Transactions (including under the New RCF, as applicable), or any document, instrument, or agreement (including those set forth in the Plan SupplementSupplement and the New RCF, as applicable) executed to implement the Plan, including Plan or the assumption Restructuring Transactions; (b) the rights of the Indemnification Provisions as set forth in any Holder of Allowed Claims to receive distributions under the Plan; or (c) any matters retained by the Debtors and the Reorganized Debtors pursuant to the Schedule of Retained Causes of Action. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Debtor Release, which includes by reference each of the related provisions and definitions contained in the Plan, and further, shall constitute the Bankruptcy Court’s finding that the Debtor Release is: (a) in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, the Released Parties’ contributions contribution to facilitating the Restructuring Transactions and implementing the Plan; (b) a good faith settlement and compromise of the Claims released by the Debtor Release; (c) in the best interests of the Debtors and all holders Holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and made after due notice and opportunity for a hearing; and (f) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting any Claim or Cause of Action released pursuant to the Debtor Release.

Releases by the Debtors. Notwithstanding anything contained in the Plan to the contrary, pursuant Pursuant to section 1123(b) of the Bankruptcy Code, and except as otherwise specifically provided for herein, for good and valuable consideration, the adequacy of which is hereby confirmed, on and after the Effective Date, each the Released Party is Parties are deemed released and discharged by each and all of the Debtors, the Reorganized Debtors, and their Estates, in each case on behalf of themselves and their respective successors, assigns, and representatives, and any and all other entities who may purport to assert any Cause of Action, directly or derivatively, by, through, for, or because of the foregoing entities, Estates from any and all Claims Claims, obligations, rights, and Causes liabilities whatsoever, whether for tort, fraud, contract, violations of Actionfederal or state securities laws, Avoidance Actions, including any derivative Claims, asserted or that could possibly have been asserted directly or indirectly on behalf of the Debtors, whether known or unknown, including foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, and any derivative claims, and all Causes of Action asserted or assertable that could possibly have been asserted on behalf of any of the Debtors, that the Debtors, the Reorganized Debtors, the Estates, or their Estates 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 against, or Interest in, a Debtor or other Entity, or that any holder of any Claim against, or Interest in, a Debtor or other Entity could have asserted on behalf of the Debtors, based on or relating to, or in any manner arising from, in whole or in part, the Debtors (including or their Affiliates, the managementChapter 11 Cases, ownership, or operation thereof)the Transaction, the purchase, sale, or rescission of the purchase or sale of any security Security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the Merger business or contractual arrangements between any Debtor and any Released Party, prepetition contracts and agreements with one or more Debtors (including the Credit Agreements and other agreements reflecting long-term indebtedness), the Dex One Support Agreement, the Debtors’ in- restructuring of Claims and Interests prior to or out-of-court restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the Debtors), intercompany transactions, in the Chapter 11 Cases, the TSAnegotiation, the formulation, preparation, dissemination, negotiation, entry into, solicitation or filing of, as applicable, the Merger Agreement, the TSA and related prepetition transactions, the Definitive Documents, the Disclosure Statement, the Plan, preparation of the Plan Supplementand Disclosure Statement or related agreements, or any Restructuring Transaction, contract, instrument, releaseinstruments, or other agreement or document created or entered into in connection with the Merger Agreementdocuments, the TSA, the Disclosure Statement, the Plan, the Plan Supplement, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance, distribution, or conversion of securities pursuant to the Merger Agreement, the Plan, or the distribution of property under the Plan or any other related agreement, including the Merger Agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date. Notwithstanding anything , other than Claims or liabilities arising out of or related to any contractual or fixed monetary obligation owed to the contrary in Debtors or the foregoing, the releases set forth above do not release any post-Effective Date obligations of any party or Entity under the Plan, the Merger Agreement, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, including the assumption of the Indemnification Provisions as set forth in the PlanReorganized Debtors. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Debtor Releaserelease set forth in this Section 8.2, which includes by reference each of the related provisions and definitions contained in the Planherein, and further, shall constitute the Bankruptcy Court’s finding that the Debtor Release such release is: (a) in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, the Released Parties’ contributions to facilitating the Restructuring and implementing the Plan; (b) a good faith settlement and compromise of the Claims released by the Debtor Releasethis Section 8.2; (c) in the best interests of the Debtors and all holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and made after due notice and opportunity for hearing; and (f) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates Debtors asserting any Claim or Cause of Action released pursuant to the Debtor Releaseby this Section 8.2.

Releases by the Debtors. Notwithstanding anything contained in the Plan to the contrary, pursuant to section 1123(b) of the Bankruptcy Code, in exchange for good and valuable consideration, the adequacy of which is hereby confirmed, on and after the Plan Effective Date, each Released Party and each ABL Released Party is deemed to be, hereby conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged by each and all of the Debtors, the Reorganized Debtors, and their Estates, in each case on behalf of themselves and their respective successors, assigns, and representatives, and any and all other entities Entities who may purport to assert any Cause of Action, directly or derivatively, by, through, for, or because of the foregoing entitiesEntities, from any and all Claims and Causes of Action, whether known or unknown, including any derivative claims, asserted or assertable on behalf of any of the Debtors, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereafter arising, in law, equity, contract, tort, or otherwise, that the Debtors, the Reorganized Debtors, or their Estates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder Holder of any Claim against, or Interest in, a Debtor or other Entity, or that any holder Holder of any Claim against, or Interest in, a Debtor or other Entity could have asserted on behalf of the Debtors, based on or relating to, or in any manner arising from, in whole or in part, the Debtors (including the capital structure, management, ownership, or operation thereof), the purchase, sale, assertion or rescission enforcement of any security of rights and remedies against the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the Merger Agreement, the Debtors’ in- or out-of-court restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims intercompany transactions between or defenses to Claims asserted against among a Debtor and another Debtor, the Debtors), intercompany transactionsDe-SPAC Transaction, the Chapter 11 Cases, the TSA, the formulation, preparation, dissemination, negotiation, entry intoexecution, or filing of, as applicable, Filing of the Merger Restructuring Support Agreement, the TSA and related prepetition transactions, the Definitive Documents, the Disclosure Statement, the PlanDIP Credit Agreements, the Prepetition Credit Agreements, the DIP-to-Exit Commitment Letter, the DIP-to-Exit Allocation Process, the Exit Facilities, the Plan (including, for the avoidance of doubt, the Plan Supplement), the De-SPAC Transaction, or any Restructuring TransactionTransactions, contract, instrument, release, transaction, 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 Plan or the reliance by any Released Party or ABL Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the Merger Restructuring Support Agreement, the TSA, the Disclosure Statement, the DIP Credit Agreements, the Prepetition Credit Agreements, the DIP-to-Exit Commitment Letter, the DIP-to-Exit Allocation Process, the Exit Facility Documents, the Warrant Agreement, the De-SPAC Transaction, or the Plan, the Plan Supplement, the Chapter 11 Cases, the filing Filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of consummationConsummation, the administration and implementation of the Plan, including the issuance, distribution, issuance or conversion distribution of securities Securities pursuant to the Merger Agreement, the Plan, or the distribution of property under the Plan or any other related agreement, including the Merger Agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence related or relating to any of the foregoing taking place on or before the Plan Effective Date. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release (i) any post-Plan Effective Date obligations of any party or Entity under the Plan, the Merger AgreementConfirmation Order, any Restructuring TransactionTransactions, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, including the assumption DIP Documents, the Exit Facility Documents, the Warrant Agreement, or any Claim or obligation arising under the Plan or (ii) any claim or Cause of the Indemnification Provisions as set forth in the PlanAction arising from an act or omission that is determined by a Final Order to have constituted actual fraud or willful misconduct. Entry of the Confirmation Order shall constitute the Court’s approval, pursuant to Bankruptcy Rule 9019, of the Debtor Release, which includes by reference each of the related provisions and definitions contained in the PlanPlan and, and further, shall constitute the Court’s finding that the Debtor Release is: (a) in exchange for the good and valuable consideration provided by the Released Parties and ABL Released Parties, including, without limitation, the Released Parties’ and ABL Released Parties’ contributions to facilitating the Restructuring Transactions and implementing the Plan; (b) a good faith settlement and compromise of the Claims released by the Debtor Release; (c) in the best interests of the Debtors and all holders Holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and made after due notice and opportunity for hearing; and (f) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting any Claim or Cause of Action released pursuant to the Debtor Release.