Common use of Seller Release Clause in Contracts

Seller Release. Effective as of the Closing, Seller, on behalf of itself, its Affiliates, and its and their respective partners, members, predecessors, directors, officers, employees, controlling persons, agents, representatives, successors and assigns (collectively, the “Seller Releasing Parties”), hereby unconditionally and irrevocably waives, releases, remises and forever discharges the Sale Entities and its and their respective partners, members, predecessors, directors, officers, employees, agents, representatives, successors and assigns (each, a “Releasee”) from any and all claims, demands and causes of action, whether known or unknown, liquidated or contingent, relating to or arising in connection with the operation of the businesses of the Sale Entities on or prior to the Closing Date; provided, however, that such release shall not operate to release any such Releasee (a) from any of the terms, conditions or other obligations under this Agreement or the Transition Services Agreement or (b) in the case of the Releasees who are or were directors, officers or employees of any Sale Entity or any of its respective Affiliates, for rights under indemnification provisions of the Organizational Documents of any such Sale Entity or Affiliate, as applicable, or directors’ or officers’ or other fiduciary liability insurance policies of any Seller Releasing Party in favor of any Releasees, and rights under any employment, stock option, bonus or other employment or compensation agreements or plans. Each of Seller, and its Affiliates acknowledges that it is aware that such Seller or Affiliate may hereafter discover facts different from or in addition to the facts which such Seller or Affiliate now knows or believes to be true with respect to the subject matter of this Agreement, but that such Seller or Affiliate intends that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery of any such different or additional facts. Seller shall, and shall cause its Affiliates to, refrain from, directly or indirectly, asserting any claim or demand or commencing any Action that it knows is directly conflicting with this Section 11.16.

Seller Release. Effective as upon the consummation of the ClosingTransaction, Seller, on behalf each of itself, its Affiliates, Seller and its Blue Sphere and their respective (as applicable) past and present parent companies, subsidiaries, affiliates, divisions, predecessors, successors, assignees, agents, partners, members, predecessorsrepresentatives, officers, directors, officersmanagers, employees, controlling personsconsultants, licensees, sublicensees, shareholders, insurers, assigns, and their attorneys, and all persons acting by, through, under or in concert with them or any of them, other than Orbit (all collectively referred to as the “Releasors”), (i) do hereby release and forever discharge Orbit, Holdco, Entropy Investment Management, LLC, York and each of their (as applicable) past and present parent companies, subsidiaries, affiliates, divisions, predecessors, successors, assignees, agents, representatives, successors and assigns (collectively, the “Seller Releasing Parties”), hereby unconditionally and irrevocably waives, releases, remises and forever discharges the Sale Entities and its and their respective partners, members, predecessorsrepresentatives, officers, directors, officersmanagers, employees, agentsconsultants, representativeslicensees, successors sublicensees, shareholders, insurers, assigns, past and assigns present, and their attorneys, and all persons acting by, through, under or in concert with them or any of them, other than any of the Releasees which are also Releasors (eachall collectively referred to as the “Releasees”), a “Releasee”) of and from any and all claims, demands and causes of action, whether suits, debts, liens, contracts, judgments, agreements, promises, infringements, liabilities, claims, demands, damages, losses, costs, or expenses of any nature whatsoever, known or unknown, liquidated fixed or contingent, which the Releasors or any of them now has or may hereafter have against the Releasees, or any of them, including any of the respective assets of the Releasees, including without limitation the Project and the Interests, relating to or arising in connection with the operation by reason of the businesses Purchase Agreement and the failure of Blue Sphere to perform any obligations under the Sale Entities Purchase Agreement, or the failure of Orbit or the Project to perform any of its obligations or obligations imputed to it under the Purchase Agreement, including to pay the Development Fee, the Seller Participation Fee, the extension fee, the Management Fee (each as defined in the Purchase Agreement), the obligation to enter into an operations agreement with Seller, or the failure to disclose or deliver financial information about the Project or Orbit, and (ii) do hereby waive any rights to impose liens, remedies or liabilities on or prior to the Closing Date; provided, however, that such release shall not operate to release any such Releasee (a) from against any of the terms, conditions Releasees or other their assets due to or arising out of Blue Sphere’s failure to perform its obligations under this Agreement or the Transition Services Agreement or (b) in the case Purchase Agreement, including without limitation, any reversion of the Releasees who are or were directors, officers or employees of any Sale Entity or any of its respective Affiliates, for rights under indemnification provisions Interests to Seller pursuant to Section 3.3 of the Organizational Documents Purchase Agreement, from the beginning of any such Sale Entity or Affiliate, as applicable, or directors’ or officers’ or other fiduciary liability insurance policies of any Seller Releasing Party in favor of any Releasees, and rights under any employment, stock option, bonus or other employment or compensation agreements or plans. Each of Seller, and its Affiliates acknowledges that it is aware that such Seller or Affiliate may hereafter discover facts different from or in addition time to the facts which such Seller or Affiliate now knows or believes to be true with respect to the subject matter date of this Agreement, but that such Seller or Affiliate intends that . The foregoing shall not apply to the general releases herein given shall be and remain obligations of the parties hereto set forth in full force and effect, notwithstanding the discovery of any such different or additional facts. Seller shall, and shall cause its Affiliates to, refrain from, directly or indirectly, asserting any claim or demand or commencing any Action that it knows is directly conflicting with this Section 11.16Release.

Seller Release. Effective as As of immediately after the Closing, the Seller, on behalf to the fullest extent permitted by applicable law, for itself only (and not any of itself, its Affiliates, and its and their respective partners, members, predecessors, directorsunitholders, officers, employeesmanagers or any other Person), controlling personshereby releases and forever discharges the Company and the Buyer, agentstheir Subsidiaries, representatives, and their successors and assigns (collectively, the “Seller Releasing Parties”), hereby unconditionally and irrevocably waives, releases, remises and forever discharges the Sale Entities and its and their respective partners, members, predecessors, directors, officers, employees, agents, representatives, successors and assigns (eachindividually, a “Releasee” and collectively, “Releasees”) from any and all claims, demands and demands, proceedings, causes of action, orders, judgments, obligations, contracts, agreements, debts and liabilities whatsoever, whether known or unknown, liquidated suspected or contingentunsuspected, relating to both at law and in equity (“Claims”), which the undersigned now has, has ever had or may hereafter have against the respective Releasees arising as a result of or on account of, or arising in connection with the operation of the businesses of the Sale Entities on out of, any matter, cause or event occurring prior to the Closing Date; provided, howeverand whether or not relating to claims pending at, or asserted after, the Closing Date (collectively, the “Released Matters”). For the avoidance of doubt, in no event shall the foregoing release and discharge extend to, and in no event shall the “Released Matters” include, (i) any Claims or rights of the Seller or the Seller’s Affiliates under any contract, agreement or arrangement disclosed on the Company Disclosure Letter (other than such contracts, agreements or arrangements that such release shall not operate are terminated on or prior to release Closing pursuant to the Agreement), (ii) any such Releasee (a) from Claims or rights to reimbursement, indemnification or contribution of the Seller or the Seller’s representatives in his, her or its capacity as an officer, director, manager, stockholder, unitholder or employee of the Company or any of its Subsidiaries (whenever arising) under the termsgoverning documents of the Seller, conditions the Company and/or any of their respective Subsidiaries, the D&O Policies or other obligations applicable law, or (iii) any Claims or rights of any Seller or any unitholder thereof that relates to any obligation of the Buyer or the Company under this Agreement or the Transition Services Agreement or (b) in the case of the Releasees who are or were directors, officers or employees of any Sale Entity or any of its respective Affiliates, for rights under indemnification provisions of the Organizational Documents of any such Sale Entity or Affiliate, as applicable, or directors’ or officers’ or other fiduciary liability insurance policies of any Seller Releasing Party in favor of any Releasees, and rights under any employment, stock option, bonus or other employment or compensation agreements or plans. Each of Seller, and its Affiliates acknowledges that it is aware that such Seller or Affiliate may hereafter discover facts different from or in addition to the facts which such Seller or Affiliate now knows or believes to be true with respect to the subject matter of this Agreement, but that such Seller or Affiliate intends that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery of any such different or additional facts. Seller shall, and shall cause its Affiliates to, refrain from, directly or indirectly, asserting any claim or demand or commencing any Action that it knows is directly conflicting with this Section 11.16Transaction Document.

Seller Release. Effective as of the Closing, Seller, on behalf of itself, its Affiliates, and its and their respective partners, members, predecessors, directors, officers, employees, controlling persons, agents, representatives, successors and assigns (collectively, the “Seller Releasing Parties”), hereby unconditionally and irrevocably waives, releases, remises and forever discharges the Sale Entities and its and their respective partners, members, predecessors, directors, officers, employees, agents, representatives, successors and assigns (each, a “Releasee”) from any and all claims, demands and causes of action, whether known or unknown, liquidated or contingent, relating to or arising in connection with the operation of the businesses of the Sale Entities on or prior to the Closing Date; provided, however, that such release shall not operate to release any such Releasee (a) from any of the terms, conditions or other obligations under this Agreement or the Transition Services Agreement or (b) in the case of the Releasees who are or were directors, officers or employees of any Sale Entity or any of its respective Affiliates, for rights under indemnification provisions of the Organizational Documents of any such Sale Entity or Affiliate, as applicable, or directors’ or officers’ or other fiduciary liability insurance policies of any Seller Releasing Party in favor of any Releasees, and rights under any employment, stock option, bonus or other employment or compensation agreements or plans. Each of Seller, and its Affiliates acknowledges that it is aware that such Seller or Affiliate may hereafter discover facts different from or in addition to the facts which such Seller or Affiliate now knows or believes to be true with respect to the subject matter of this Agreement, but that such Seller or Affiliate intends that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery of any such different or additional facts. Seller shall, and shall cause its Affiliates to, refrain from, directly or indirectly, asserting any claim or demand or commencing any Action that it knows is directly conflicting with this Section 11.16.. Section 11.17

Seller Release. Effective as of the ClosingClosing Date, except for (a) any rights or obligations under this Agreement or the other Transaction Documents (including, for the avoidance of doubt, the obligation to pay the Retained Payables), (b) accrued but unpaid compensation, perquisites or other benefits due to an employee of, or vendor or independent contractor to, the Seller Released Parties by the Company, or (c) any rights of any of the Seller Released Parties to indemnification or exculpation by the Company, Seller, on behalf of itself, itself and each of its Affiliates, Subsidiaries and each of its and their respective current and former officers, directors, employees, partners, members, predecessorsadvisors, directors, officers, employees, controlling persons, agents, representativesequityholders, successors and assigns (collectively, the “Seller Releasing Parties”), hereby irrevocably and unconditionally and irrevocably waives, releases, remises releases and forever discharges Buyer, the Sale Entities and its and Company, their respective Affiliates and each of their and such Affiliates’ respective current and former officers, directors, employees, partners, managers, members, predecessorsadvisors, directorsfinancial advisors, officers, employees, agents, representativeslenders, successors and assigns (eachcollectively, a the “ReleaseeBuyer Released Parties”) of and from any and all claimsactions, demands and causes of action, suits, proceedings, executions, judgments, duties, debts, dues, accounts, bonds, Contracts and covenants (whether known express or unknownimplied), liquidated and claims and demands whatsoever whether in law or contingentin equity which the Seller Releasing Parties may have against each of the Buyer Released Parties, now or in the future, in each case in respect of any cause, matter or thing relating to or arising in connection with the operation actions of the businesses of the Sale Entities Buyer Released Parties on or prior to the Closing Date; providedDate (collectively, howeverthe “Seller Released Claims”). Each Seller Releasing Party further agrees that it shall not, that such release shall not operate nor permit any Affiliate to, (i) institute any Legal Proceeding based upon, arising out of, or relating to release any such Releasee (a) from any of the termsSeller Released Claims, conditions (ii) participate, assist or other obligations under this Agreement or the Transition Services Agreement cooperate in any such Legal Proceeding or (biii) in the case of the Releasees who are or were directorsencourage, officers or employees of assist and/or solicit any Sale Entity or any of its respective Affiliates, for rights under indemnification provisions of the Organizational Documents of third party to institute any such Sale Entity or Affiliate, as applicable, or directors’ or officers’ or other fiduciary liability insurance policies of any Seller Releasing Party in favor of any Releasees, and rights under any employment, stock option, bonus or other employment or compensation agreements or plans. Each of Seller, and its Affiliates acknowledges that it is aware that such Seller or Affiliate may hereafter discover facts different from or in addition to the facts which such Seller or Affiliate now knows or believes to be true with respect to the subject matter of this Agreement, but that such Seller or Affiliate intends that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery of any such different or additional facts. Seller shall, and shall cause its Affiliates to, refrain from, directly or indirectly, asserting any claim or demand or commencing any Action that it knows is directly conflicting with this Section 11.16Legal Proceeding.

Seller Release. Effective as of the Closing, Seller, on behalf of itself, its Affiliates, itself and its and their respective partnerssuccessors, members, predecessors, directors, officers, employees, controlling persons, agentsassigns, representatives, successors members and assigns agents (collectively, the “Seller Releasing Parties”)) and their Affiliates, hereby unconditionally and irrevocably waives, releases, remises and forever discharges any and all rights, claims and Losses of any type that it or any of its Affiliates has had, now has or might now or hereafter have against Buyer and the Sale Entities Company, and its and each of their respective partnersindividual, membersjoint or mutual, predecessorspast, directorspresent and future representatives, officersAffiliates, employeesstockholders, agents, representativesSubsidiaries, successors and assigns (each, a “Releasee”) from any and all claims, demands and causes of action, whether known or unknown, liquidated or contingentin respect of, relating to or arising in connection with the operation of the businesses of the Sale Entities on Company contemporaneously with or prior to the Closing Date; providedClosing, howeverexcept for rights, that such release shall not operate claims and Losses arising from and after the date hereof pursuant to release any such Releasee (a) from any the terms of the terms, conditions or other obligations under this Agreement or the Transition Services Agreement or (b) in the case of the Releasees who are or were directors, officers or employees of any Sale Entity or any of its respective Affiliatesother Transaction Document. Seller, for rights under indemnification provisions of the Organizational Documents of any such Sale Entity or Affiliate, as applicable, or directors’ or officers’ or other fiduciary liability insurance policies of any Seller Releasing Party in favor of any Releasees, and rights under any employment, stock option, bonus or other employment or compensation agreements or plans. Each of Seller, itself and its Affiliates (i) acknowledges that it is aware that it or such Seller or Affiliate may hereafter discover facts different from or in addition to the facts which it or such Seller or Affiliate now knows or believes to be true with respect to the subject matter of this Agreement, but that it or such Seller or Affiliate intends that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery of any such different or additional facts. Seller shallfacts and (ii) acknowledges that it has been informed of, and shall cause that it or such Affiliate is familiar with, Section 1542 of the Civil Code of the State of California, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Seller, for itself and its Affiliates toAffiliates, hereby waives and relinquishes (x) all rights and benefits such Person has or may have under Section 1542 of the Civil Code of the State of California, to the full extent that such Person may lawfully waive all such rights and benefits pertaining to the subject matters of this Agreement and (y) any similar or comparable protections afforded by any case law or statutes of similar import, whether such laws are in the United States or elsewhere in the world. Seller, for itself and its Affiliates, hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand demand, or commencing commencing, instituting or causing to be commenced or voluntarily aiding any Action proceeding of any kind against any Releasee, based upon any matter purported to be released hereby, including, without limitation, any Actions, executions, judgments, duties, debts, dues, accounts, bonds, Contracts and covenants (whether express or implied), and claims and demands whatsoever whether in law or in equity (whether based upon contract, tort or otherwise) which the Seller Releasing Parties may have against each of the Releasees, now or in the future, in each case solely in respect of any cause, matter or thing relating to the Company or any actions taken or failed to be taken by any of the Releasees in any capacity related to the Company occurring or arising prior to the Closing. The Parties acknowledge that it knows is directly conflicting with this Section 11.165.12 is not an admission of liability or of the accuracy of any alleged fact or claim. The Parties expressly agree that this Section 5.12 shall not be construed as an admission in any proceeding as evidence of or an admission by any party of any violation or wrongdoing.

Seller Release. Effective as of of, and conditioned upon the occurrence of, the Closing, Seller, on behalf of itself, its Affiliates, the Seller hereby releases and its discharges the Acquired Companies and their respective partnersdirectors, managers, members, predecessorsofficers, directorspartners, officersshareholders, equity holders, employees, controlling personsagents, agentsconsultants, attorneys, representatives, successors successors, transferees and assigns assignees (collectively, the “Seller Releasing Released Parties”), hereby unconditionally and irrevocably waives, releases, remises and forever discharges the Sale Entities and its and their respective partners, members, predecessors, directors, officers, employees, agents, representatives, successors and assigns (each, a “Releasee”) from any and all claimsobligations (including indemnification obligations) and Proceedings, demands known and causes of action, whether known or unknown, liquidated that have accrued or contingent, relating may accrue and that relate to acts or arising in connection with the operation of the businesses of the Sale Entities on or omissions prior to the Closing Date, including any and all Liability, whether such obligations, Proceeding or Liability arise in tort, contract or statute, including obligations, Proceedings or Liability (“Claims”) (a) arising under the organizational or constating documents of the Acquired Companies or any Laws, and (b) relating to actions or omissions of any Released Party, including those committed while serving in their capacity as directors, officers, managers, members, partners, shareholders, equity holders, employees, agents, consultants, attorneys, representatives or similar capacities, and including in each case any and all Proceedings that the Seller does not know or suspect to exist in the Seller’s favor as of the date of this Agreement; provided, howeverthat notwithstanding the foregoing, that such release the foregoing shall not operate waive, release or discharge Claims of Seller to release any such Releasee (a) from any of enforce the terms, conditions or other obligations under this Agreement or the Transition Services Agreement or (b) in the case of the Releasees who are or were directors, officers or employees of any Sale Entity or any of its respective Affiliates, for rights under indemnification provisions of the Organizational Documents of any such Sale Entity or Affiliate, as applicable, or directors’ or officers’ or other fiduciary liability insurance policies of any Seller Releasing Party in favor of any Releasees, and rights under any employment, stock option, bonus or other employment or compensation agreements or plans. Each of Seller, and its Affiliates acknowledges that it is aware that such Seller or Affiliate may hereafter discover facts different from or in addition to the facts which such Seller or Affiliate now knows or believes to be true with respect to the subject matter terms of this Agreement, but that such any Ancillary Agreement the Reorganization Documents or any agreement set forth on Section 5.12 of the Seller or Affiliate intends that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery of any such different or additional facts. Seller shall, and shall cause its Affiliates to, refrain from, directly or indirectly, asserting any claim or demand or commencing any Action that it knows is directly conflicting with this Section 11.16Disclosure Schedule.

Seller Release. Effective as of the Closing, Seller, on behalf of itself, its Affiliates, and its and their respective partners, members, predecessors, directors, officers, employees, controlling persons, agents, representatives, successors and assigns (collectively, the “Seller Releasing Parties”), hereby unconditionally and irrevocably waives, releases, remises and forever discharges the Sale Entities and its and their respective partners, members, predecessors, directors, officers, employees, agents, representatives, successors and assigns (each, a “Releasee”) from any and all claims, demands and causes of action, whether known or unknown, liquidated or contingent, relating to or arising in connection with the operation of the businesses of the Sale 84 4894-6761-6617 v.11 Entities on or prior to the Closing Date; provided, however, that such release shall not operate to release any such Releasee (a) from any of the terms, conditions or other obligations under this Agreement or the Transition Services Agreement or (b) in the case of the Releasees who are or were directors, officers or employees of any Sale Entity or any of its respective Affiliates, for rights under indemnification provisions of the Organizational Documents of any such Sale Entity or Affiliate, as applicable, or directors’ or officers’ or other fiduciary liability insurance policies of any Seller Releasing Party in favor of any Releasees, and rights under any employment, stock option, bonus or other employment or compensation agreements or plans. Each of Seller, and its Affiliates acknowledges that it is aware that such Seller or Affiliate may hereafter discover facts different from or in addition to the facts which such Seller or Affiliate now knows or believes to be true with respect to the subject matter of this Agreement, but that such Seller or Affiliate intends that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery of any such different or additional facts. Seller shall, and shall cause its Affiliates to, refrain from, directly or indirectly, asserting any claim or demand or commencing any Action that it knows is directly conflicting with this Section 11.16.. Section 11.17

Seller Release. Effective as of the Closing, the Seller, on behalf of itself, itself and each of its Affiliates, Affiliates and each of its and their respective partnersRepresentatives, memberssuccessors and assigns, predecessorsfor good and valuable consideration, directorshereby irrevocably, officersunconditionally and completely waives and releases and forever discharges the Buyer and its Affiliates (including, employeesfor the avoidance of doubt, controlling personsthe Group), agents, representativesand each of its and their respective Representatives, successors and assigns (collectivelysuch released Persons, the “Seller Releasing PartiesReleasees”), hereby unconditionally of and irrevocably waivesfrom all debts, releasesdemands, remises and forever discharges the Sale Entities and its and their respective partnersactions, members, predecessors, directors, officers, employees, agents, representatives, successors and assigns (each, a “Releasee”) from any and all claims, demands and causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and other Liabilities whatsoever of every name and nature, both in law and in equity, whether known or unknown, liquidated that such Person has now or contingenthereafter may have, relating arising out of or related to the Business or arising the Group (including pursuant to the Contract Assignment), in connection with the operation of the businesses of the Sale Entities on each case, at or prior to the Closing Date; provided, however, that such release shall not operate to release any such Releasee (a) from any of the terms, conditions or other obligations under this Agreement or the Transition Services Agreement or (b) in the case of the Releasees who are or were directors, officers or employees of any Sale Entity or any of its respective Affiliates, for rights under indemnification provisions of the Organizational Documents of any such Sale Entity or Affiliate, as applicable, or directors’ or officers’ or other fiduciary liability insurance policies of any Closing. The Seller Releasing Party in favor of any Releasees, and rights under any employment, stock option, bonus or other employment or compensation agreements or plans. Each of Seller, and its Affiliates acknowledges that it is aware that such Seller and each of their respective Representatives, successors and assigns shall not make, any claim or Affiliate may hereafter discover facts different from demand, or in addition to the facts which such Seller or Affiliate now knows or believes to be true with respect to the subject matter of this Agreement, but that such Seller or Affiliate intends that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery of commence any such different or additional facts. Seller shall, and shall cause its Affiliates to, refrain from, directly or indirectly, Legal Proceeding asserting any claim or demand demand, including any claim of contribution or commencing any Action that it knows is directly conflicting indemnification, against any Releasees (including pursuant to the Contract Assignment) with respect to any Liabilities or other matters released pursuant to this Section 7.6. Without limiting the foregoing, following the Closing, the Seller and its Affiliates and each of their respective Representatives, successors and assigns shall not seek, nor shall any such Person be entitled to, reimbursement or contribution from, subrogation to or indemnification by any Subsidiary under its respective charter, bylaws or other governing documents or otherwise in respect of any amounts due to any Buyer Indemnitee or otherwise in connection with this Agreement. Following the Closing, the Seller and its Affiliates shall not make any claims against any directors or officers insurance policy maintained or to be maintained by or for the benefit of any Subsidiary in respect of amounts due to any Buyer Indemnitee in connection with this Agreement. Notwithstanding the foregoing, this Section 11.167.6 shall not constitute a release from, waiver of, or otherwise apply to the terms of this Agreement or any Transaction Document.

Seller Release. Effective as of the Closingdate of this Agreement, Sellereach Seller severally and not jointly, on behalf of itself, its Affiliates, itself and its and their respective partnersAffiliates (including, membersin the case of Xxxxx Xxxxxxxxxxx, predecessorsXxxxx Xxxxxxxxxxx, directorsInc.), officers, employees, controlling persons, agents, representativesheirs, successors and assigns (collectively, the “Seller Releasing Parties”)assigns, hereby unconditionally and irrevocably waives, releases, remises and forever discharges the Sale Entities any and all rights, claims and Losses of any type that it or any of its Affiliates, heirs, successors and assigns, has had, now has or might now or hereafter have against Buyer, any Target Group Entity or any Fund Entity and each of their respective individual, joint or mutual, past, present and future representatives, Affiliates, stockholders, partners, members, predecessors, directors, officers, employees, agents, representativesSubsidiaries, successors and assigns (each, a “Releasee”) from any and all claims, demands and causes of action, whether known or unknown, liquidated or contingentin respect of, relating to or arising in connection with the operation of the businesses of the Sale Entities on any Target Group Entity or Fund Entity contemporaneously with or prior to the Closing Date; provideddate of this Agreement, however, that such release shall not operate to release any such Releasee except (a) from any of the termsfor rights, conditions or other obligations claims and Losses arising under this Agreement or the Transition Services Agreement or and (b) in the case of the Releasees Sellers who are or were directorsmembers, managers officers or employees of any Sale Entity or any of its respective Affiliatesthe Fund and the Fund JV, for rights under indemnification provisions of the Organizational Documents of any such Sale Entity or Affiliate, as applicable, or directors’ or officers’ or other fiduciary liability insurance policies of any Seller Releasing Party in favor of any Releasees, the Fund and rights under any employment, stock option, bonus or other employment or compensation agreements or plansthe Fund JV. Each of such Seller, for itself and its Affiliates Affiliates, heirs, successors and assigns acknowledges that it is aware that such Seller or Affiliate Person may hereafter discover facts different from or in addition to the facts which such Seller or Affiliate Person now knows or believes to be true with respect to the subject matter of this Agreement, but that such Seller or Affiliate Person intends that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery of any such different or additional facts. Seller shallEach Seller, for itself and shall cause its Affiliates toAffiliates, heirs, successors and assigns, hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand demand, or commencing commencing, instituting or causing to be commenced or voluntarily aiding, any Action proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. The Parties acknowledge that it knows is directly conflicting with this Section 11.16.5.7 is not an admission of liability or of the accuracy of any alleged fact or claim. The Parties expressly agree that this Section 5.7 shall not -32- be construed as an admission in any proceeding as evidence of or an admission by any party of any violation or wrongdoing. 5.8

Seller Release. Effective as of the Closing, Seller, on behalf of itself, its Affiliates, controlled Affiliates (other than the Company Group) and its and their respective partners, members, predecessors, directors, officers, employees, controlling persons, agents, representatives, successors and assigns (collectively, the “Seller Releasing Parties”), hereby unconditionally and irrevocably forever waives, releases, remises and forever discharges the Sale Entities Purchaser (and its direct and indirect equityholders), the Company Group, their respective partners, members, predecessors, successors and Affiliates and, in their capacities as such, the directors, officers, employees, consultants, attorneys, agents, representativesassigns and employee benefit plans of the foregoing (collectively, successors and assigns (each, a the “ReleaseeReleased Parties”) from any and all claimsAction or Liability that the Releasing Parties may currently have, demands and causes of actionor may have in the future, whether known against the Company Group, Purchaser or unknowntheir respective Affiliates (i) arising prior to, liquidated on or contingentafter the Closing Date (so long as the facts, relating circumstances, actions, omissions and/or events giving rise to such claim or arising in connection with the operation of the businesses of the Sale Entities Liability (x) occurred on or prior to the Closing Dateor (y) occurred after the Closing but were a continuation of, facts, circumstances, actions, omissions and/or events that occurred on or prior to the Closing), in any case solely relating to the Company Group or direct or indirect ownership of the Releasing Party therein or (ii) relating to the approval or consummation of the transactions contemplated hereby or any Transaction Document, including any alleged breach of any duty by any officer, manager, director, equityholder or other owner of ownership interests of Seller, any member of the Company Group or any of their respective Affiliates (collectively, the “Released Claims”), except for the Releasing Parties’ rights hereunder; provided, however, that such release the “Released Claims” shall not operate include any Action or Liability relating to release the Excluded Arrangements. Seller (i) represents that neither it nor its controlled Affiliates has assigned or transferred or purported to assign or transfer to any such Releasee (a) from Person all or any of the termspart of, conditions or other obligations under this Agreement any interest in, any Action or the Transition Services Agreement or (b) in the case of the Releasees who are or were directors, officers or employees Liability of any Sale Entity nature, character or any of its respective Affiliatesdescription whatsoever, for rights under indemnification provisions of the Organizational Documents of any such Sale Entity which is or Affiliatewhich purports to be released or discharged by this Section 14.11, as applicable, or directors’ or officers’ or other fiduciary liability insurance policies of any Seller Releasing Party in favor of any Releasees, and rights under any employment, stock option, bonus or other employment or compensation agreements or plans. Each of Seller, and its Affiliates (ii) acknowledges that it is aware that such Seller or Affiliate the Releasing Parties may hereafter discover facts other than or different from those that they know or in addition to the facts which such Seller or Affiliate now knows or believes believe to be true with respect to the subject matter of this Agreementthe Released Claims, but that such Seller it hereby expressly agrees that, on and as of the Closing, the Releasing Parties shall have waived Released Claims in accordance with this Section 14.11, without regard to the subsequent discovery or Affiliate intends that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery existence of any such different or additional facts. Seller shall, facts and shall cause its Affiliates to, refrain from, directly or indirectly, asserting (iii) acknowledges that in connection with any claim or demand or commencing Action brought against the Released Party by a Releasing Party with respect to any Action Released Claim, the applicable Released Party may recover from the Releasing Parties all costs incurred in connection with such Action, including attorneys’ fees, if and to the extent a court of competent jurisdiction determines that it knows is directly conflicting with a Released Claim. Notwithstanding anything to the contrary in this Support Agreement, this Section 11.1614.11 in no way shall affect any rights of Seller or any of its Affiliates (including each member of the Seller Group) under this Agreement or the rights of any Company Group Indemnified Party under the Governing Documents of the Company Group.

Seller Release. Effective as of the Closing, Seller, on behalf Seller hereby releases and forever discharges each Company and each of itself, its Affiliates, past and its and their respective partners, members, predecessorspresent officers, directors, officersemployees and agents (individually, employees, controlling persons, agents, representatives, successors a “Releasee” and assigns (collectively, the “Seller Releasing Parties”), hereby unconditionally and irrevocably waives, releases, remises and forever discharges the Sale Entities and its and their respective partners, members, predecessors, directors, officers, employees, agents, representatives, successors and assigns (each, a “ReleaseeReleasees”) from any and all claims, demands and demands, actions, arbitrations, audits, hearings, investigations, litigations, suits (whether civil, criminal, administrative, investigative or informal), causes of action, orders and liabilities whatsoever, whether known or unknown, liquidated suspected or contingentunsuspected, contingent or otherwise, both at law and in equity, of any kind, character or nature whatsoever (“Claims”) which Seller now has or has ever had against the respective Releasees however arising and that relate in any way to Seller’s indirect or direct ownership of any Ownership Interest in any Company, including the Equity Interests. The scope of the release shall include all Claims (a) relating to a breach of any fiduciary duty owed by the Releasees to any Company and arising from any such Ownership Interest or arising in connection with the operation (b) relating to any breach of the businesses Organizational Documents of the Sale Entities on or prior to the Closing Dateany Company, as such may be amended; provided, however, that such the foregoing release and discharge shall not operate release (i) Buyer of its obligations or liabilities to release Seller pursuant to this Agreement, (ii) any such Releasee (a) from benefits under the welfare benefit plans, practices, policies and programs provided by any Company arising prior to the Closing in connection with the employment of the termsSeller, conditions or other obligations under this Agreement or the Transition Services Agreement or (biii) in third-party claims against Seller for which Seller is covered under any officer and director insurance policy of any Company for acts on or before the case of Closing. Seller understands and agrees that it is expressly waiving all Claims against the Releasees who are covered by this Section 11.17, including those Claims that it may not know of or were directorssuspect to exist which, officers or employees if known, may have materially affected the decision to provide this Agreement, and Seller expressly waives any rights under applicable law that provide to the contrary. Seller hereby ratifies each and every amendment to the Organizational Documents of any Sale Entity Company and each and every merger of any Company or any of its respective Affiliates, for rights under indemnification provisions predecessors effected at a time prior to the Closing when Seller owned any Ownership Interests of the Organizational Documents of such Company or any such Sale Entity or Affiliate, as applicable, or directors’ or officers’ or other fiduciary liability insurance policies of any Seller Releasing Party in favor of any Releasees, and rights under any employment, stock option, bonus or other employment or compensation agreements or plans. Each of Seller, and its Affiliates acknowledges that it is aware that such Seller or Affiliate may hereafter discover facts different from or in addition to the facts which such Seller or Affiliate now knows or believes to be true with respect to the subject matter of this Agreement, but that such Seller or Affiliate intends that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery of any such different or additional facts. Seller shall, and shall cause its Affiliates to, refrain from, directly or indirectly, asserting any claim or demand or commencing any Action that it knows is directly conflicting with this Section 11.16predecessor.

Seller Release. Effective as of the Closing, Seller, on behalf of for itself, and for its Affiliates, and its and their respective partners, members, predecessors, directors, officers, employees, controlling persons, agents, representatives, successors and assigns and for their respective past, present and future employees, officers, members, managers, licensees, agents, administrators, insurers and attorneys (collectively, the “Seller Releasing Parties”), hereby unconditionally and irrevocably waives, releases, remises acquits and absolutely forever discharges the Sale Entities and its each of Parent, Buyer and their respective partners, members, predecessors, directors, officers, employees, agents, representativesAffiliates, successors and assigns and their respective past, present and future employees, officers, directors, stockholders, licensees, agents, administrators, insurers and attorneys (each, a the “ReleaseeBuyer Released Parties”) from and against, and covenants not to xxx upon, all Seller Released Matters. “Seller Released Matters” means any and all claims, demands suits, demands, damages, losses, debts, liabilities, judgments, obligations, costs, expenses (including reasonable attorneys' and accountants' fees and expenses), actions and causes of actionaction of any nature whatsoever (including any claims based on or relating to infringement, misappropriation of trade secrets, breach of contract, breach of the covenant of good faith and fair dealing, misappropriation of confidential information or any other nondisclosure obligation that may exist between the parties prior to the Closing), whether now known or unknown, liquidated suspected or contingentunsuspected, relating to that the Seller Releasing Parties now have, or at any time previously had, or shall or may have in the future, in whatever capacity, against the Buyer Released Parties, (i) arising or accruing on or before the Closing Date, including any unpaid Transaction Expenses, in connection with or otherwise in relation to the operation transactions contemplated by this Agreement or (ii) arising, accruing, or that could have accrued from or in connection with any asset owned by or licensed to Seller, any of the businesses of Target Entities or their Affiliates in each case that is being acquired by the Sale Entities on or Buyer, prior to or as of the Closing Date; providedprovided that, however, that such release shall not operate to release any such Releasee (a) from any of notwithstanding the terms, conditions or other obligations under this Agreement or the Transition Services Agreement or (b) in the case of the Releasees who are or were directors, officers or employees of any Sale Entity foregoing or any other provision in this Article X, Seller Released Matters shall in no manner prevent Seller from enforcing any right of its respective Affiliates, for rights under indemnification provisions of Seller contained in this Agreement. It is the Organizational Documents of any such Sale Entity or Affiliate, as applicable, or directors’ or officers’ or other fiduciary liability insurance policies of any Seller Releasing Party in favor of any Releasees, and rights under any employment, stock option, bonus or other employment or compensation agreements or plans. Each intention of Seller, for itself and its Affiliates behalf of the Seller Releasing Parties, in executing this Agreement, and in giving and receiving the consideration called for herein, that the release contained in this Section 10.01 shall be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by the Seller Releasing Parties and the Buyer Released Parties of all Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, acknowledges that it has consulted with legal counsel and shall be deemed to have waived, and shall have expressly, knowingly and intentionally waived and relinquished, but only as to the Seller Released Matters, to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 of the California Civil Code, which provides that: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, to the fullest extent permitted by applicable Laws, any and all provisions, rights and benefits conferred by any applicable Laws which is aware similar, comparable or equivalent to Section 1542 of the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that such Seller or Affiliate each may hereafter discover facts different from or in addition to the facts or different from those which such Seller are known or Affiliate now knows or believes believed to be true with respect to the subject matter of this Agreementrelease, but that each separately intends to, and does, hereby fully, finally and forever settle and release any and all claims as described above, but only as to the Seller Released Matters, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different facts. Seller or Affiliate intends hereby represents to Buyer that the general releases herein given Seller Releasing Parties have not voluntarily or involuntarily assigned or transferred or purported to assign or transfer, and covenants that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, to any Person any Seller Released Matters and that no Person other than Seller has any interest in any Seller Released Matter by law or contract. The invalidity or unenforceability of any part of this Section 10.01 shall be and not affect the validity or enforceability of the remainder of this Section 10.01, which shall remain in full force and effect, notwithstanding the discovery of any such different or additional facts. Seller shall, and shall cause its Affiliates to, refrain from, directly or indirectly, asserting any claim or demand or commencing any Action that it knows is directly conflicting with this Section 11.16.

Seller Release. Effective as of the Closing, each Seller, severally and not jointly, on behalf of itself, itself and its Affiliates, and its and their respective partners, members, predecessors, directors, officers, employees, controlling persons, agents, representatives, successors and assigns (collectively, the “Seller Releasing Parties”), hereby unconditionally and irrevocably waives, releases, remises and forever discharges any and all rights, claims and Losses of any type that it or any of its Affiliates has had, now has or might now or hereafter have against Buyer and the Sale Entities Group Companies, and its and each of their respective partnersindividual, membersjoint or mutual, predecessorspast, directorspresent and future representatives, officersAffiliates, employeesequityholders, agents, representativesSubsidiaries, successors and assigns (each, a “Releasee”) from any and all claims, demands and causes of action, whether known or unknown, liquidated or contingentin respect of, relating to or arising in connection with the operation of the businesses of the Sale Entities on Group Companies contemporaneously with or prior to the Closing Date; provided, howeverexcept (i) for rights, that such release shall not operate to release any such Releasee (a) from any of the terms, conditions or other obligations claims and Losses arising under this Agreement Agreement, the Restated Employment Agreements or the Transition Services Agreement or any Ancillary Agreement, (bii) in the case of the Releasees Sellers who are D&O Indemnified Parties or were directors, officers or employees of any Sale Entity or any of its respective Affiliatesemployees, for rights under indemnification provisions of the Organizational Documents of any such Sale Entity or AffiliateGroup Company, as applicable, or directors’ or officers’ or other fiduciary liability insurance policies of any Seller Releasing Party in favor of any Releasees, and rights under any employment, stock optionOption, bonus or other employment or compensation agreements or plans, (iii) rights under any applicable workers’ compensation statutes arising out of compensable job related injuries occurring prior to the Closing Date, or (iv) any claim which, as a matter of applicable Law, cannot be released. Each of such Seller, for itself and its Affiliates (x) acknowledges that it is aware that such Seller or Affiliate may hereafter discover facts different from or in addition to the facts which such Seller or Affiliate now knows or believes to be true with respect to the subject matter of this Agreement, but that such Seller or Affiliate intends that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery of any such different or additional facts. Seller shallfacts and (y) acknowledges that it has been informed of, and shall cause that such Seller or Affiliate is familiar with, Section 1542 of the Civil Code of the State of California, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Such Seller, for itself and its Affiliates toAffiliates, hereby waives and relinquishes (a) all rights and benefits such Person has or may have under Section 1542 of the Civil Code of the State of California, to the full extent that such Person may lawfully waive all such rights and benefits pertaining to the subject matters of this Agreement and (b) any similar or comparable protections afforded by any case law or statutes of similar import, whether such laws are in the United States or elsewhere in the world. Each Seller, for itself and its Affiliates, hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand demand, or commencing commencing, instituting or causing to be commenced or voluntarily aiding, any Action proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. The parties acknowledge that it knows is directly conflicting with this Section 11.165.12 is not an admission of liability or of the accuracy of any alleged fact or claim. The parties expressly agree that this Section 5.12 shall not be construed as an admission in any proceeding as evidence of or an admission by any party of any violation or wrongdoing.

Seller Release. Effective as of the Closing, Seller, on behalf of for itself, and for its Affiliates, and its and their respective partners, members, predecessors, directors, officers, employees, controlling persons, agents, representatives, successors and assigns and for their respective past, present and future employees, officers, members, managers, licensees, agents, administrators, insurers and attorneys (collectively, the “Seller Releasing Parties”), hereby unconditionally and irrevocably waives, releases, remises acquits and absolutely forever discharges the Sale Entities and its each of Parent, Buyer and their respective partners, members, predecessors, directors, officers, employees, agents, representativesAffiliates, successors and assigns and their respective past, present and future employees, officers, directors, stockholders, licensees, agents, administrators, insurers and attorneys (each, a the “ReleaseeBuyer Released Parties”) from and against, and covenants not to xxx upon, all Seller Released Matters. “Seller Released Matters” means any and all claims, demands suits, demands, damages, losses, debts, liabilities, judgments, obligations, costs, expenses (including reasonable attorneys’ and accountants’ fees and expenses), actions and causes of actionaction of any nature whatsoever (including any claims based on or relating to infringement, misappropriation of trade secrets, breach of contract, breach of the covenant of good faith and fair dealing, misappropriation of confidential information or any other nondisclosure obligation that may exist between the parties prior to the Closing), whether now known or unknown, liquidated suspected or contingentunsuspected, relating to that the Seller Releasing Parties now have, or at any time previously had, or shall or may have in the future, in whatever capacity, against the Buyer Released Parties, (i) arising or accruing on or before the Closing Date, including any unpaid Transaction Expenses, in connection with or otherwise in relation to the operation transactions contemplated by this Agreement or (ii) arising, accruing, or that could have accrued from or in connection with any asset owned by or licensed to Seller, any of the businesses of Target Entities or their Affiliates in each case that is being acquired by the Sale Entities on or Buyer, prior to or as of the Closing Date; providedprovided that, however, that such release shall not operate to release any such Releasee (a) from any of notwithstanding the terms, conditions or other obligations under this Agreement or the Transition Services Agreement or (b) in the case of the Releasees who are or were directors, officers or employees of any Sale Entity foregoing or any other provision in this Article X, Seller Released Matters shall in no manner prevent Seller from enforcing any right of its respective Affiliates, for rights under indemnification provisions of Seller contained in this Agreement. It is the Organizational Documents of any such Sale Entity or Affiliate, as applicable, or directors’ or officers’ or other fiduciary liability insurance policies of any Seller Releasing Party in favor of any Releasees, and rights under any employment, stock option, bonus or other employment or compensation agreements or plans. Each intention of Seller, for itself and its Affiliates behalf of the Seller Releasing Parties, in executing this Agreement, and in giving and receiving the consideration called for herein, that the release contained in this Section 10.01 shall be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by the Seller Releasing Parties and the Buyer Released Parties of all Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, acknowledges that it has consulted with legal counsel and shall be deemed to have waived, and shall have expressly, knowingly and intentionally waived and relinquished, but only as to the Seller Released Matters, to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 of the California Civil Code, which provides that: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, to the fullest extent permitted by applicable Laws, any and all provisions, rights and benefits conferred by any applicable Laws which is aware similar, comparable or equivalent to Section 1542 of the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that such Seller or Affiliate each may hereafter discover facts different from or in addition to the facts or different from those which such Seller are known or Affiliate now knows or believes believed to be true with respect to the subject matter of this Agreementrelease, but that each separately intends to, and does, hereby fully, finally and forever settle and release any and all claims as described above, but only as to the Seller Released Matters, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different facts. Seller or Affiliate intends hereby represents to Buyer that the general releases herein given Seller Releasing Parties have not voluntarily or involuntarily assigned or transferred or purported to assign or transfer, and covenants that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, to any Person any Seller Released Matters and that no Person other than Seller has any interest in any Seller Released Matter by law or contract. The invalidity or unenforceability of any part of this Section 10.01 shall be and not affect the validity or enforceability of the remainder of this Section 10.01, which shall remain in full force and effect, notwithstanding the discovery of any such different or additional facts. Seller shall, and shall cause its Affiliates to, refrain from, directly or indirectly, asserting any claim or demand or commencing any Action that it knows is directly conflicting with this Section 11.16.

Seller Release. Effective as of the Closing, Seller, on behalf of itself, itself and its AffiliatesAffiliates (other than the Acquired Company Entities), and its and their respective partners, members, predecessors, directors, officers, employees, controlling persons, agents, representatives, successors and assigns (collectively, the “Seller Releasing Parties”), hereby unconditionally (a) agrees to terminate, or cause to be terminated, any Contract required to be terminated pursuant to Section 5.09, in each case without further obligation or Liability of Buyer Parent or any of its Affiliates (including the Acquired Company Entities), and irrevocably (b) forever waives, releases, remises and forever discharges the Sale Buyer Parties, the Acquired Company Entities and its and their respective partnerssuccessors and, membersin their capacities as such, predecessors, the directors, officers, employees, agents, representatives, successors agents and assigns of the foregoing (eachcollectively, a the “ReleaseeAcquired Company Released Parties”) from any and all claimsAction or Liability that the Seller Releasing Parties may currently have, demands and causes or may have in the future, solely to the extent (i) arising out of actionfacts, whether known circumstances, actions, omissions or unknown, liquidated events giving rise to such claim or contingent, relating to or arising in connection with the operation of the businesses of the Sale Entities Liability that occurred on or prior to the Closing Date; providedand in each case relating to the Acquired Company Entities or direct or indirect ownership therein (including (1) under any loan provided to the Acquired Company Entities and (2) any entitlement to expense reimbursement or sponsor, howevermonitoring or similar fees), that such release shall not operate (ii) relating to release the allocation or distribution of any such Releasee consideration received by Seller hereunder, or (aiii) from any relating to the approval or consummation of the terms, conditions or other obligations under transactions contemplated by this Agreement or the Transition Services Agreement any other Transaction Document or (b) in the case of the Releasees who are any other agreement contemplated herein or were directorstherein, officers or employees including any alleged breach of any Sale duty by any officer, manager, director, equityholder or other owner of ownership interests of Seller, any Acquired Company Entity or any of its their respective Affiliates, except for the Seller Releasing Parties’ (x) express rights pursuant to this Agreement or any other Transaction Document to which it is a party or otherwise beneficiary (including claims for Fraud), (y) express rights (other than in connection with any breach) under indemnification provisions any Related Party Contract that is expressly permitted to survive the Closing in accordance with this Agreement and (z) if such Seller 102 Releasing Party is a Service Provider under any Excluded Arrangement (including rights to earned but unpaid wages or compensation, unpaid vacation and unreimbursed business expenses) (collectively, subject to such exceptions, the “Seller Released Claims”). Seller, on behalf of itself and the Organizational Documents of other Seller Releasing Parties, (i) represents that it has not assigned or transferred to any such Sale Entity Person all or Affiliate, as applicableany part of, or directors’ or officers’ or other fiduciary liability insurance policies of any interest in, any Seller Releasing Party in favor of any Releasees, Released Claims and rights under any employment, stock option, bonus or other employment or compensation agreements or plans. Each of Seller, and its Affiliates (ii) acknowledges that it is aware that such the Seller or Affiliate Releasing Parties may hereafter discover facts other than or different from those that they know or in addition to the facts which such Seller or Affiliate now knows or believes believe to be true with respect to the subject matter of this Agreementthe Seller Released Claims, but that such it hereby expressly agrees that, as of the Closing, it (on behalf of itself and the other Seller Releasing Parties) shall have waived and fully, finally and forever settled and released any known or Affiliate intends that unknown, suspected or unsuspected, asserted or unasserted, contingent or noncontingent claim with respect to the general releases herein given shall be and remain in full force and effectSeller Released Claims, notwithstanding whether or not concealed or hidden, without regard to the subsequent discovery or existence of any such different or additional facts. Seller shall(on behalf of itself and the other Seller Releasing Parties) hereby acknowledges and agrees that if, and shall cause its Affiliates toafter the Closing, refrain from, directly Seller or indirectly, asserting any of the other Seller Releasing Parties should make any claim or demand or commencing commence or threaten to commence any Action that it knows is directly conflicting against any Acquired Company Released Party with respect to any Seller Released Claim, this Section 11.1611.13(a) may be raised as a complete bar to any such Action, and the applicable Released Party may recover from Seller and the other Seller Releasing Parties all costs incurred in connection with such Action, including attorneys’ fees.

Seller Release. Effective as of (a) From and after the Closing, Sellernone of Buyer, on behalf the Company or any of itself, its Affiliates, and its and their respective partners, membersAffiliates, predecessors, successors, parent corporations, Subsidiaries, stockholders, current or former directors, officers, employees, controlling personsconsultants, attorneys, agents, representativesassigns and employee benefit plans (the “Seller Released Parties”) shall have any obligation or liability to any undersigned Seller, or his, her or its successors or assigns, in his, her or its capacity as a Seller and/or as a director, officer and assigns employee of the Company or any of its Subsidiaries (collectivelyas applicable), whether arising prior to, on or after the Closing (so long as the events giving rise to the liability or obligation occurred prior to the Closing) including with respect to the allocation of the Transaction Consideration among Sellers (such obligations and liabilities, with the exception of the Specified Obligations, the “Seller Releasing PartiesReleased Obligations”), hereby unconditionally except for (i) rights and irrevocably waives, releases, remises and forever discharges the Sale Entities and its and their respective partners, members, predecessors, directors, officers, employees, agents, representatives, successors and assigns (each, a “Releasee”) from any and all claims, demands and causes of action, whether known or unknown, liquidated or contingent, relating to or arising in connection with the operation of the businesses of the Sale Entities on or prior claims for indemnification to the Closing Date; provided, however, that such release shall not operate to release any such Releasee (a) from any of the terms, conditions or other obligations under this Agreement or the Transition Services Agreement or (b) in the case of the Releasees who are or were directors, officers or employees of any Sale Entity or any of its respective Affiliates, for rights under indemnification provisions of the Organizational Documents of any such Sale Entity or Affiliate, as applicable, or directors’ or officers’ or other fiduciary liability insurance policies of any extent a Seller Releasing Indemnified Party in favor of any Releasees, and rights under any employment, stock option, bonus or other employment or compensation agreements or plans. Each of Seller, and its Affiliates acknowledges that it is aware that such Seller or Affiliate may hereafter discover facts different from or in addition to the facts which such Seller or Affiliate now knows or believes entitled to be true with respect to the subject matter indemnified by Buyer under Article VII of this Agreement, (ii) the undersigned Seller’s right to full and complete payment for its Shares, (iii) if the undersigned Seller is an officer, director or employee of any Group Company, rights under any Benefit Plan (other than any such plan that provides for equity-based compensation), rights to earned but that such Seller unpaid wages or Affiliate intends compensation, unpaid vacation or sick pay or unreimbursed business expenses and (iv) the third party beneficiary rights, if any, described in Section 6.8(b) (items (i) through (iv), the “Specified Obligations”); provided, that the general releases herein given foregoing shall be and remain in full force and effect, notwithstanding not preclude the discovery of any undersigned Seller from seeking recovery under the D&O Tail to the extent such different or additional facts. Seller shall, and shall cause its Affiliates to, refrain from, directly or indirectly, asserting any claim or demand or commencing any Action that it knows coverage is directly conflicting with this Section 11.16available.

Seller Release. Effective as of the Closing, Seller, on behalf of itself, itself and each of its Affiliates, successors and assigns (each a “Releasing Party”), forever waives, releases, remises and discharges Buyer (and its direct and indirect equityholders), its predecessors, successors and Affiliates and, in their respective partnerscapacities as such, members, predecessorsthe equityholders, directors, officers, employees, controlling personsconsultants, attorneys, agents, representatives, successors assigns and assigns employee benefit plans of the foregoing (collectively, the “Seller Releasing Released Parties”), hereby unconditionally and irrevocably waives, releases, remises and forever discharges the Sale Entities and its and their respective partners, members, predecessors, directors, officers, employees, agents, representatives, successors and assigns (each, a “Releasee”) from any and all claimsAction or Liability that any Releasing Party may currently have, demands and causes of actionor may have in the future, whether known (i) arising prior to, on or unknownafter the Closing Date (so long as the facts, liquidated circumstances, actions, omissions and/or events giving rise to such Action or contingent, relating to or arising in connection with the operation of the businesses of the Sale Entities Liability (x) occurred on or prior to the Closing Date; providedor (y) occurred after the Closing but were substantially similar to, howeveror were a continuation of, facts, circumstances, actions, omissions and/or events that such release shall not operate occurred on or prior to release the Closing) relating to the Business or the Purchased Assets or any such Releasee direct or indirect ownership therein or operation thereof or (ai) from any relating to the approval or consummation of the termstransactions contemplated by any Transaction Document or any other Contract contemplated therein, conditions including any alleged breach of any duty by any officer, manager, director, equityholder or other obligations under this Agreement owner of ownership interests of Seller (or any Affiliate thereof), except for the Transition Services Agreement Releasing Parties’ express rights pursuant to any other Transaction Document to which it is a party (collectively, subject to such exceptions, the “Released Claims”). Seller, on behalf of itself and the other Releasing Parties, (i) represents that it has not assigned or (b) in the case of the Releasees who are transferred or were directorspurported to assign or transfer to any Person all or any part of, officers or employees any interest in, any Action or Liability of any Sale Entity nature, character or any of its respective Affiliatesdescription whatsoever, for rights under indemnification provisions of the Organizational Documents of any such Sale Entity which is or Affiliate, as applicable, which purports to be released or directors’ or officers’ or other fiduciary liability insurance policies of any Seller Releasing Party in favor of any Releasees, discharged by this ‎Section 13.13 and rights under any employment, stock option, bonus or other employment or compensation agreements or plans. Each of Seller, and its Affiliates (ii) acknowledges that it is aware that such Seller or Affiliate the Releasing Parties may hereafter discover facts other than or different from those that they know or in addition to the facts which such Seller or Affiliate now knows or believes believe to be true with respect to the subject matter of this Agreementthe Released Claims, but that such Seller it hereby expressly agrees that, as of the Closing, it (on behalf of itself and the other Releasing Parties) shall have waived and fully, finally and forever settled and released any known or Affiliate intends that unknown, suspected or unsuspected, asserted or unasserted, contingent or noncontingent claim with respect to the general releases herein given shall be and remain in full force and effectReleased Claims, notwithstanding whether or not concealed or hidden, without regard to the subsequent discovery or existence of any such different or additional facts. Seller shall(on behalf of itself and the other Releasing Parties) hereby acknowledges and agrees that if, and shall cause after the Closing, Seller or any of its Affiliates to, refrain from, directly or indirectly, asserting other Releasing Parties should make any claim or demand or commencing commence or threaten to commence any Action against any Released Party with respect to any Released Claim, this ‎Section 13.13 may be raised as a complete bar to any such Action, and the applicable Released Party may recover from Seller or its other Releasing Parties all costs incurred in connection with such Action, including attorneys’ fees. Without limiting the generality of the foregoing, Seller hereby waives the application of any provision of Applicable Law, including California Civil Code Section 1542, that it knows is directly conflicting purports to limit the scope of a general release. Section 1542 of the California Civil Code provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with this Section 11.16the debtor or released party.”

Seller Release. Effective as of the Closing, Each Seller, on behalf of itselfthemself and each of their Related Parties, its Affiliateshereby releases and forever discharges Buyer, the Company, and its the Subsidiaries, and each of their respective partnersindividual, membersjoint or mutual, predecessorspast, directorspresent and future Representatives, officersaffiliates, employeesstockholders, controlling persons, agents, representativessubsidiaries, successors and assigns (collectively, the “Seller Releasing Parties”), hereby unconditionally and irrevocably waives, releases, remises and forever discharges the Sale Entities and its and their respective partners, members, predecessors, directors, officers, employees, agents, representatives, successors and assigns (eachindividually, a “Releasee” and collectively, “Releasees”) from any and all claims, demands and demands, Action, causes of action, orders, obligations, Contracts, debts and liabilities whatsoever, whether known or unknown, liquidated suspected or contingentunsuspected, relating both at law and in equity, which each Seller or any of their respective Related Parties now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously with or prior to the Closing Date or on account of or arising in connection out of any matter, cause or event occurring contemporaneously with the operation of the businesses of the Sale Entities on or prior to the Closing Date, including, but not limited to, (a) any rights to indemnification or reimbursement from the Company or a Subsidiary, whether pursuant to their respective Organizational Documents, Contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; or (b) the right to receive or otherwise be compensated for the Retained Earnings, except to the extent expressly set forth in this Agreement; provided, however, that such release nothing contained herein shall not operate to release any such Releasee (a) from any obligations of the terms, conditions or other obligations Buyer arising under this Agreement or the Transition Services Agreement or (b) in the case any other Transaction Document. Each Seller, on behalf of the Releasees who are or were directors, officers or employees of any Sale Entity or any itself and each of its respective AffiliatesRelated Parties, for rights under indemnification provisions of the Organizational Documents of any such Sale Entity or Affiliate, as applicable, or directors’ or officers’ or other fiduciary liability insurance policies of any Seller Releasing Party in favor of any Releasees, and rights under any employment, stock option, bonus or other employment or compensation agreements or plans. Each of Seller, and its Affiliates acknowledges that it is aware that such Seller he or Affiliate she may hereafter discover facts different from or in addition to the facts which such Seller or Affiliate different from those that he or she now knows or believes to be true with respect to the subject matter of this Agreementrelease, but it is such Person’s intention to fully and finally and forever settle and release any and all claims that such Seller do now exist, may exist or Affiliate intends that heretofore have existed with respect to the general subject matter of this release. In furtherance of this intention, the releases contained herein given shall be and remain in effect as full and complete releases notwithstanding the discovery or existence of any additional or different facts. If any provision of this Section 10.11 is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Section 10.11 will remain in full force and effect, notwithstanding the discovery . Any provision of any such different or additional facts. Seller shall, and shall cause its Affiliates to, refrain from, directly or indirectly, asserting any claim or demand or commencing any Action that it knows is directly conflicting with this Section 11.1610.11 held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

Seller Release. Effective Seller agrees that, effective as of the ClosingClosing Date, Seller, on behalf Seller shall be deemed to have released and discharged Buyer and each of itself, its Affiliates, and its and their respective partners, members, predecessors, directors, officers, employeesmanagers, controlling personsequity holders, agents, representatives, successors and assigns (collectively, the “Seller Releasing Parties”), hereby unconditionally and irrevocably waives, releases, remises and forever discharges the Sale Entities and its and their respective partners, members, predecessors, directors, officers, employees, agents, accountants, attorneys, and representatives, and the heirs, predecessors, successors and assigns of all of the foregoing (the “Releasees” and each, a “Releasee”) from any and all claims, demands and causes of action, whether known or unknown, liquidated or contingent, relating to which Seller or any of its Affiliates now has, has ever had or may hereafter have against the Releasees arising in connection contemporaneously with the operation of the businesses of the Sale Entities on or prior to the Closing Date; or on account of or arising out of any matter, cause or event, occurring contemporaneously with or prior to the Closing (including, without limitation, any claims with respect to ownership of Seller, the Closing Payment or any distribution thereof by Seller), provided, however, that such release shall not (i) operate to release any such Releasee (a) Person from any of the terms, conditions or other obligations under this Agreement or the Transition Services Agreement Ancillary Transaction Documents or (bii) in apply to any rights to indemnification under the case organizational documents of Seller. Seller expressly waives any provisions under any Legal Requirements designed to protect a party from waiving claims which it does not know exist or may exist (unless such provisions are not able to be waived under Legal Requirements). Seller further agrees that it shall not, nor permit any Affiliate thereof to: (A) institute a lawsuit or other legal proceeding based upon, arising out of, or relating to any of the Releasees who are released claims, (B) participate, assist, or were directors, officers or employees of any Sale Entity or any of its respective Affiliates, for rights under indemnification provisions of the Organizational Documents of cooperate in any such Sale Entity proceeding or Affiliate(C) encourage, as applicable, or directors’ or officers’ or other fiduciary liability insurance policies of assist and/or solicit any Seller Releasing Party in favor of any Releasees, and rights under any employment, stock option, bonus or other employment or compensation agreements or plans. Each of Seller, and its Affiliates acknowledges that it is aware that such Seller or Affiliate may hereafter discover facts different from or in addition third party to the facts which such Seller or Affiliate now knows or believes to be true with respect to the subject matter of this Agreement, but that such Seller or Affiliate intends that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery of institute any such different or additional facts. Seller shall, and shall cause its Affiliates to, refrain from, directly or indirectly, asserting any claim or demand or commencing any Action that it knows is directly conflicting with this Section 11.16proceeding.

Seller Release. Effective as of the ClosingClosing Date, Seller, on behalf of itself, its Seller and his Affiliates, and its and their respective partners, members, predecessors, directors, officers, employees, controlling persons, agents, representatives, successors and assigns (collectively, the “Seller Releasing Parties”)) hereby (but subject to exclusions hereafter set out in this Section 5.4) fully and unconditionally release, hereby unconditionally and irrevocably waives, releases, remises acquit and forever discharges discharge the Sale Entities Purchaser and its the Company and their respective partnersequityholders, members, predecessorscontrolling persons, directors, officers, employees, agents, representatives, successors controlled Affiliates, members, managers, general or limited partners, or assignees (and assigns any former, current or future equityholder, controlling person, director, officer, employee, agent, representative, controlled Affiliate, member, manager, general or limited partner, or assignee of any of the foregoing (each, a “ReleaseeSeller Released Party”) from any and all manner of actions, claims, demands and causes of actiondemands, Proceedings, Liabilities, Xxxxxx, compensation or other relief, whether known or unknown, liquidated whether at Law or contingentin equity, that such party ever had, now has or ever may have or claim to have against any Seller Released Party arising out of or relating to or arising in connection with the operation or ownership of the businesses of the Sale Entities on or Company prior to the Closing Date; provided, however, that such release shall not operate to release any such Releasee (a) from any including in respect of the termsmanagement of the Company) (collectively, conditions or other obligations the “Seller Released Claims”) but excluding any and all claims under this Agreement or the Transition Services Agreement Ancillary Agreements and any and all claims based on fraud or (b) in the case willful misconduct. Effective as of the Releasees who are or were directorsClosing Date, officers or employees the Seller Releasing Parties expressly waive all rights afforded by any Law which limits the effect of any Sale Entity or any of its respective Affiliates, for rights under indemnification provisions of the Organizational Documents of any such Sale Entity or Affiliate, as applicable, or directors’ or officers’ or other fiduciary liability insurance policies of any a release with respect to unknown claims. Each Seller Releasing Party in favor understands the significance of any Releaseesthis release of unknown claims and waiver of statutory protection against a release of unknown claims, and rights under any employment, stock option, bonus or other employment or compensation agreements or plans. Each of Seller, acknowledges and its Affiliates acknowledges agrees that it this waiver is aware that such Seller or Affiliate may hereafter discover facts different from or in addition to the facts which such Seller or Affiliate now knows or believes to be true with respect to the subject matter an essential and material term of this Agreement, but that such . Each Seller or Affiliate intends Releasing Party acknowledges that the general releases herein given shall Purchaser will be relying on the waiver and remain release provided in full force this Section 5.4 in connection with entering into this Agreement and effect, notwithstanding that this Section 5.4 is intended for the discovery of any such different or additional facts. Seller shallbenefit of, and shall cause its Affiliates to, refrain from, directly or indirectly, asserting any claim or demand or commencing any Action that it knows is directly conflicting with to grant third party rights to each Seller Released Party to enforce this Section 11.165.4.

Seller Release. (a) Effective as of the Closing, Sellereach of the Sellers releases any and all right, on behalf of itself, its Affiliatestitle, and its interest in, under, or to the Company Capital Stock. Each of the Sellers further waives, releases and discharges the Company, Parent, Buyer, and any of their respective partnersaffiliates and Subsidiaries, membersand the owners of each of the foregoing, predecessors, and the directors, officers, employees, controlling persons, agents, representatives, successors and assigns (collectively, the “Seller Releasing Parties”), hereby unconditionally and irrevocably waives, releases, remises and forever discharges the Sale Entities and its and their respective partners, members, predecessors, directorsmanagers, officers, employees, agents, representatives, heirs, administrators, predecessors, attorneys, successors and assigns of each of the foregoing (each, a the “ReleaseeReleasees”) from any and all claims, demands and claims and/or causes of action, whether known or unknown, liquidated which each such Seller may have or could claim to have against the Releasees in his or her capacity as a stockholder, manager, member, officer, director or employee of the Company or any other capacity, in each case whether absolute or contingent, relating liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding (other than this Agreement) or otherwise at law or equity, and such Seller agrees that he or she shall not seek to or arising recover any amounts in connection with the operation of the businesses of the Sale Entities on therewith or prior to the Closing Date; provided, however, that such release shall not operate to release any such Releasee (a) thereunder from any of the termsReleasees; provided, conditions that the waivers contained in this Section 5.4 shall not apply to (i) claims against Parent or other obligations under Buyer asserted pursuant to this Agreement, the Escrow Agreement, the Earnout Agreement or the Transition Services Non-Competition Agreement or against the Company pursuant to the Consulting Agreement or the Non-Competition Agreement, (bii) any claims for which the facts or circumstances giving rise to such claim first occur following Closing, or (iii) liabilities relating to the employment by the Company of such Seller relating to the payment or provisions of wages, salaries, bonuses, benefits, expense reimbursements and perquisites due to such employees incurred in the case Ordinary Course of the Releasees who are or were directors, officers or employees of any Sale Entity or any of its respective Affiliates, for rights under indemnification provisions of the Organizational Documents of any such Sale Entity or Affiliate, as applicable, or directors’ or officers’ or other fiduciary liability insurance policies of any Seller Releasing Party in favor of any Releasees, and rights under any employment, stock option, bonus or other employment or compensation agreements or plansBusiness prior to Closing. Each of Sellerthe Sellers understands and agrees that he or she waives any rights he or she may have under Section 1542 of the California Civil Code, and its Affiliates acknowledges which provides that it is aware that such Seller “A General Release does not extend to claims which the creditor does not know or Affiliate may hereafter discover facts different from or suspect to exist in addition to his favor at the facts time of executing the release, which such Seller or Affiliate now knows or believes to be true if known by him must have materially affected his settlement with respect to the subject matter of debtor.” By executing this Agreement, but each of the Sellers acknowledges that such Seller he or Affiliate intends she has carefully read and fully understand the provisions of this Section 5.4 and further acknowledges that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery of any such different he or additional facts. Seller shallshe is executing this Agreement, and shall cause its Affiliates to, refrain from, directly or indirectly, asserting any claim or demand or commencing any Action that it knows is directly conflicting with agreeing to this Section 11.165.4 knowingly and voluntarily and without duress, coercion or undue influence.

Seller Release. Effective as of for all purposes, and contingent upon, the Closing, Seller, Seller acknowledges and agrees on behalf of itselfitself and each of its agents, its Affiliatestrustees, and its and their respective partners, members, predecessorsbeneficiaries, directors, officers, employeesAffiliates, controlling persons, agents, representatives, successors and assigns (collectively, the “Seller Releasing Parties”), hereby unconditionally and irrevocably waives, releases, remises and forever discharges the Sale Entities and its and their respective partners, members, predecessors, directors, officers, employees, agents, representativesestate, successors and assigns (each, a “ReleaseeReleasing Party”) that each hereby releases and forever discharges Buyer and each of the Acquired Companies (each a “Beneficiary”) and each of such Beneficiary’s respective Affiliates, directors, officers, employees, representatives, agents, members, stockholders, successors, predecessors and assigns (each, a “Released Party” and collectively, the “Released Parties”) from any and all claimsEquity Holder Claims such Releasing Party may have or assert it has against any of the Released Parties, demands from the beginning of time through the time of the Closing and causes of actionfollowing the Closing, in each case whether known or unknown, liquidated or contingent, relating whether or not the facts that could give rise to or arising support an Equity Holder Claim are known or should have been known, in connection with each case, solely to the operation extent involving Seller’s capacity as a shareholder of the businesses Company. In this Agreement an “Equity Holder Claim” shall mean: (i) any claim or right that exists immediately prior to Closing to receive any number of shares of the Sale Entities on Acquired Companies other than the Equity Interests set forth herein; (ii) any claim or prior right to receive any portion of the consideration or any other form, amount or value of consideration, payable or issuable to Seller pursuant to the Closing Dateterms of this Agreement, other than as specifically set forth herein and pursuant to the terms hereof; provided, however, that such release shall not operate to release any such Releasee (a) from any of the terms, conditions or other obligations under this Agreement or the Transition Services Agreement or (biii) in the case of the Releasees who are or were directors, officers or employees of any Sale Entity or any of its respective Affiliates, for rights under indemnification provisions of the Organizational Documents of any such Sale Entity or Affiliate, as applicable, or directors’ or officers’ or other fiduciary liability insurance policies of any Seller Releasing Party in favor of any Releasees, and rights under any employment, stock option, bonus or other employment or compensation agreements or plans. Each of Seller, and its Affiliates acknowledges that it is aware that such Seller or Affiliate may hereafter discover facts different from or in addition to the facts which such Seller or Affiliate now knows or believes to be true claim with respect to the subject matter authority of the Seller (and/or each of the Acquired Companies) to enter into the transactions and the enforceability of the transactions hereunder. Notwithstanding the foregoing, the release in this Section 9.18 will not be construed in any way to release any Released Party from any liability concerning representations, warranties, covenants and/or obligations of such Released Party under this Agreement, but that such Seller or Affiliate intends that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery of any such different or additional facts. Seller shall, and shall cause its Affiliates to, refrain from, directly or indirectly, asserting any claim or demand or commencing any Action that it knows is directly conflicting with this Section 11.16.

Seller Release. Effective as of the Closing, Seller, on behalf of itselfhimself and his Representatives, its Affiliates, and its and their respective partners, members, predecessors, directors, officers, employees, controlling persons, agents, representatives, successors and assigns (collectively, the “Seller Releasing Parties”) irrevocably and unconditionally waives and releases any and all rights with respect to, and releases, forever acquits and discharges the Company and its Affiliates (including, without limitation, the Buyer), hereby unconditionally and irrevocably waives, releases, remises and forever discharges the Sale Entities and its and their respective partners, members, predecessors, directors, officers, employees, agents, representativesRepresentatives, successors and assigns (each, a the “ReleaseeReleased Parties”) from with respect to, any and all claims, demands and demands, charges, complaints, obligations, causes of action, whether suits, Liabilities, Indebtedness, sums of money, covenants, agreements, instruments, Contracts (written or oral, express or implied), controversies, promises, fees, expenses (including attorneys’ fees, costs and expenses), damages and judgments, at law or in equity, in contract or tort, in the United States, state, foreign or other judicial, administrative, arbitration or other proceedings, of any nature whatsoever, known or unknown, liquidated suspected or contingentunsuspected, relating to previously, now or arising hereafter arising, in connection each case which arise out of, are based upon or are connected with the operation of the businesses of the Sale Entities facts or events occurring in existence on or prior to the Closing Date(the “Released Claims”); provided, however, that such in no event shall the foregoing release shall not operate apply with respect to release (i) any such Releasee (a) from obligations of any of the terms, conditions or other obligations under Released Party set forth in this Agreement or in any Ancillary Document (including the Transition Services Agreement or (b) indemnification obligations set forth in the case of the Releasees who are or were directors, officers or employees of any Sale Entity or any of its respective Affiliates, for rights under indemnification provisions of the Organizational Documents of any such Sale Entity or Affiliate, as applicable, or directors’ or officers’ or other fiduciary liability insurance policies of any Seller Releasing Party in favor of any Releasees, and rights under any employment, stock option, bonus or other employment or compensation agreements or plans. Each of Seller, and its Affiliates acknowledges that it is aware that such Seller or Affiliate may hereafter discover facts different from or in addition to the facts which such Seller or Affiliate now knows or believes to be true with respect to the subject matter ARTICLE VIII of this Agreement, but and including any agreement related to the Buyer Rollover Stock), subject to the limitations and conditions provided in this Agreement or such applicable Ancillary Agreements and (ii) any rights or claims arising prior to the Closing for employment or consulting compensation, employee benefits, or expense reimbursement unpaid as of the Closing to the extent reflected in the Estimated Closing Date Balance Sheet. The Seller represents and warrants that such Seller he has not assigned or Affiliate intends that otherwise transferred any right or interest in or to any of the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery of any such different or additional facts. Seller shall, and shall cause its Affiliates to, refrain from, directly or indirectly, asserting any claim or demand or commencing any Action that it knows is directly conflicting with this Section 11.16Released Claims.

Seller Release. Effective as of the Closing, Seller, on behalf each Seller hereby releases and forever discharges each Company and each of itself, its Affiliates, past and its and their respective partners, members, predecessorspresent officers, directors, officersemployees and agents (individually, employees, controlling persons, agents, representatives, successors a “Releasee” and assigns (collectively, the “Seller Releasing Parties”), hereby unconditionally and irrevocably waives, releases, remises and forever discharges the Sale Entities and its and their respective partners, members, predecessors, directors, officers, employees, agents, representatives, successors and assigns (each, a “ReleaseeReleasees”) from any and all claims, demands and demands, actions, arbitrations, audits, hearings, investigations, litigations, suits (whether civil, criminal, administrative, investigative or informal), causes of action, orders and liabilities whatsoever, whether known or unknown, liquidated suspected or contingentunsuspected, contingent or otherwise, both at law and in equity, of any kind, character or nature whatsoever (“Claims”) which such Seller now has or has ever had against the respective Releasees however arising and that arise out of Seller’s indirect or direct ownership of any Ownership Interest in any Company, including the Equity Interests. The scope of the release shall include all Claims (a) relating to a breach of any fiduciary duty owed by the Releasees to any Company and arising from any such Ownership Interest or arising in connection with the operation (b) relating to any breach of the businesses Organizational Documents of the Sale Entities on or prior to the Closing Dateany Company, as such may be amended; provided, however, that such the foregoing release and discharge shall not operate release (i) Buyer of its obligations or liabilities to release any such Releasee (a) from any of the terms, conditions or other obligations under Seller pursuant to this Agreement or the Transition Services Agreement other Transaction Documents, (ii) any benefits under insurance policies or the welfare benefit plans, practices, policies and programs provided by any Company arising prior to the Closing or otherwise in connection with the employment of such Seller, (iii) Sellers’ rights to indemnification pursuant to the Organizational Documents or pursuant to applicable Law or (biv) claims that cannot be released pursuant to applicable Law (to the extent covered by and paid in full out of payments under the case of Tail Policy). Each Seller understands and agrees that it is expressly waiving all Claims against the Releasees who are covered by this Section 11.17, including those Claims that it may not know of or were directorssuspect to exist which, officers or employees if known, may have materially affected the decision to provide this Agreement, and such Seller expressly waives any rights under applicable law that provide to the contrary. Each Seller hereby ratifies each and every amendment to the Organizational Documents of any Sale Entity Company and each and every merger of any Company or any of its respective Affiliates, for rights under indemnification provisions predecessors effected at a time prior to the Closing when such Seller owned any Ownership Interests of the Organizational Documents of such Company or any such Sale Entity or Affiliate, as applicable, or directors’ or officers’ or other fiduciary liability insurance policies of any Seller Releasing Party in favor of any Releasees, and rights under any employment, stock option, bonus or other employment or compensation agreements or plans. Each of Seller, and its Affiliates acknowledges that it is aware that such Seller or Affiliate may hereafter discover facts different from or in addition to the facts which such Seller or Affiliate now knows or believes to be true with respect to the subject matter of this Agreement, but that such Seller or Affiliate intends that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery of any such different or additional facts. Seller shall, and shall cause its Affiliates to, refrain from, directly or indirectly, asserting any claim or demand or commencing any Action that it knows is directly conflicting with this Section 11.16predecessor.

Seller Release. Effective as of the Closing, each Seller, severally and not jointly, on behalf of itself, its Affiliates, itself and its and their respective partners, members, predecessors, directors, officers, employees, controlling persons, agents, representatives, successors and assigns (collectively, the “Seller Releasing Parties”)affiliates, hereby unconditionally and irrevocably waives, releases, remises and forever discharges any and all rights, claims and Losses of any type that it or any of its affiliates has had, now has or might now or hereafter have against the Sale Entities Company and its any Company Subsidiary, and each of their respective partnersindividual, membersjoint or mutual, predecessorspast, directorspresent and future Representatives, officersaffiliates, employeesequityholders, agents, representativessubsidiaries, successors and assigns (each, a “Seller Releasee”) from any arising in such Seller’s capacity as an owner of Membership Interests and all claims, demands and causes of action, whether known or unknown, liquidated or contingentin respect of, relating to or arising in connection with the operation of the businesses of the Sale Entities on Company or any Company Subsidiary contemporaneously with or prior to the Closing Date; provided, howeverexcept (i) for rights, that such release shall not operate to release any such Releasee (a) from any of the terms, conditions or other obligations claims and Losses arising under this Agreement or any Ancillary Document or in connection with the Transition Services Agreement or Transactions and (bii) in the case of the Releasees who are or were directors, officers or employees of any Sale Entity or any of its respective Affiliates, for rights under indemnification provisions of the Organizational Documents of any such Sale Entity or Affiliate, as applicable, or directors’ or officers’ or other fiduciary liability insurance policies of any Seller Releasing Party in favor of any Releasees, and rights under any employment, stock option, bonus or other employment or compensation agreements or plans. Each of such Seller, for itself and its Affiliates affiliates (x) acknowledges that it is aware that such Seller or Affiliate affiliate may hereafter discover facts different from or in addition to the facts which such Seller or Affiliate affiliate now knows or believes to be true with respect to the subject matter of this Agreement, but that such Seller or Affiliate affiliate intends that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery of any such different or additional facts. Seller shallfacts and (y) acknowledges that it has been informed of, and shall cause that such Seller or affiliate is familiar with, Section 1542 of the Civil Code of the State of California, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Such Seller, for itself and its Affiliates toaffiliates, hereby waives and relinquishes (a) all rights and benefits such person has or may have under Section 1542 of the Civil Code of the State of California, to the full extent that such person may lawfully waive all such rights and benefits pertaining to the subject matters of this Agreement and (b) any similar or comparable protections afforded by any case law or statutes of similar import, whether such laws are in the United States or elsewhere in the world. Each Seller, for itself and its affiliates, hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand demand, or commencing commencing, instituting or causing to be commenced or voluntarily aiding, any Action proceeding of any kind against any Seller Releasee, based upon any matter purported to be released hereby. The parties acknowledge that it knows is directly conflicting with this Section 11.16Section 6.16 is not an admission of liability or of the accuracy of any alleged fact or claim. The parties expressly agree that this Section 6.16 shall not be construed as an admission in any proceeding as evidence of or an admission by any party of any violation or wrongdoing.

Seller Release. Effective as of the Closingdate of this Agreement, Sellereach Seller severally and not jointly, on behalf of itself, its Affiliates, itself and its and their respective partnersAffiliates (including, membersin the case of Xxxxx Xxxxxxxxxxx, predecessorsXxxxx Xxxxxxxxxxx, directorsInc.), officers, employees, controlling persons, agents, representativesheirs, successors and assigns (collectively, the “Seller Releasing Parties”)assigns, hereby unconditionally and irrevocably waives, releases, remises and forever discharges the Sale Entities any and all rights, claims and Losses of any type that it or any of its Affiliates, heirs, successors and assigns, has had, now has or might now or hereafter have against Buyer, any Target Group Entity or any Fund Entity and each of their respective individual, joint or mutual, past, present and future representatives, Affiliates, stockholders, partners, members, predecessors, directors, officers, employees, agents, representativesSubsidiaries, successors and assigns (each, a “Releasee”) from any and all claims, demands and causes of action, whether known or unknown, liquidated or contingentin respect of, relating to or arising in connection with the operation of the businesses of the Sale Entities on any Target Group Entity or Fund Entity contemporaneously with or prior to the Closing Date; provideddate of this Agreement, however, that such release shall not operate to release any such Releasee except (a) from any of the termsfor rights, conditions or other obligations claims and Losses arising under this Agreement or the Transition Services Agreement or and (b) in the case of the Releasees Sellers who are or were directorsmembers, managers officers or employees of any Sale Entity or any of its respective Affiliatesthe Fund and the Fund JV, for rights under indemnification provisions of the Organizational Documents of any such Sale Entity or Affiliate, as applicable, or directors’ or officers’ or other fiduciary liability insurance policies of any Seller Releasing Party in favor of any Releasees, the Fund and rights under any employment, stock option, bonus or other employment or compensation agreements or plansthe Fund JV. Each of such Seller, for itself and its Affiliates Affiliates, heirs, successors and assigns acknowledges that it is aware that such Seller or Affiliate Person may hereafter discover facts different from or in addition to the facts which such Seller or Affiliate Person now knows or believes to be true with respect to the subject matter of this Agreement, but that such Seller or Affiliate Person intends that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery of any such different or additional facts. Seller shallEach Seller, for itself and shall cause its Affiliates toAffiliates, heirs, successors and assigns, hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand demand, or commencing commencing, instituting or causing to be commenced or voluntarily aiding, any Action proceeding of any kind against any Releasee, based upon any matter purported to be released hereby. The Parties acknowledge that it knows is directly conflicting with this Section 11.165.7 is not an admission of liability or of the accuracy of any alleged fact or claim. The Parties expressly agree that this Section 5.7 shall not -32- be construed as an admission in any proceeding as evidence of or an admission by any party of any violation or wrongdoing.

Seller Release. Effective as of the Closing, Sellereach Seller Party, on behalf of itself, its Affiliates, itself and its controlled Affiliates and their respective partnersits heirs, family members, predecessors, directors, officers, employees, controlling persons, agents, representatives, successors and assigns (collectively, with the Seller Parties, the “Seller Releasing PartiesReleasors”), in its capacity as a direct or indirect equityholder of the Company hereby unconditionally and irrevocably waives, releases, remises acquits and forever discharges the Sale Entities Parent and its Affiliates (including, after the Closing, the Company), and their respective partnersofficers, members, predecessorsmanagers, directors, officers, employees, agents, representatives, successors counsel and assigns agents (each, a “Parent Releasee”) from and against any and all claimsliabilities (in each case, demands and whether absolute or contingent, liquidated or unliquidated, known or unknown, matured or unmatured or determined or determinable), obligations, actions, causes of action, whether known claims, demands, damages, Losses, judgments, debts, dues and suits of every kind, nature and description whatsoever, in law, contract or unknownequity, liquidated that such Seller Releasor or contingentits heirs, relating to legal representatives, successors or arising assigns ever had, now has or may in connection with the operation of the businesses of the Sale Entities future have on or prior by reason of any matter, cause, thing, act event or omission whatsoever occurring up to and including the Closing Date; provided, however, but only to the extent that such release shall cause, matter or thing does not operate to release any such Releasee (a) otherwise constitute 61 Fraud or (b) relate to such Seller or any equity of such Seller, as applicable, which shall continue to exist and shall not be released hereby or transferred to Parent (directly or indirectly). Each Seller Releasor covenants and agrees not to, nor shall any Seller Releasor cause its respective Affiliates to, assert any such claim against any Parent Releasee. Notwithstanding the foregoing, nothing in this Section 12.14 or otherwise shall be deemed to release the Parent Releasees (i) from any of the terms, conditions or other obligations under rights and claims pursuant to this Agreement or the Transition Services Agreement Transaction Documents, (ii) with respect to any officer, director or employee of any Acquired Company, from any right in respect of wages or base salary or benefits in the ordinary course of business that remain unpaid, or (biii) any right to indemnification in the case favor of, or limitation of liability of, a current or former director, officer, employee or manager of the Releasees who are or were directors, officers or employees of any Sale Entity or any of its respective Affiliates, for rights under indemnification provisions of Acquired Companies pursuant to the Organizational Documents of any such Sale Entity or Affiliate, as applicable, or directors’ or officers’ or other fiduciary liability insurance policies of any Seller Releasing Party in favor of any Releasees, and rights under any employment, stock option, bonus or other employment or compensation agreements or plans. Each of Seller, and its Affiliates acknowledges that it is aware that such Seller or Affiliate may hereafter discover facts different from or in addition to the facts which such Seller or Affiliate now knows or believes to be true with respect to the subject matter of this Agreement, but that such Seller or Affiliate intends that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery of any such different or additional facts. Seller shall, and shall cause its Affiliates to, refrain from, directly or indirectly, asserting any claim or demand or commencing any Action that it knows is directly conflicting with this Section 11.16Acquired Company.

Seller Release. Effective as of upon the Closing, each of Holdco and each Seller, on behalf of himself, herself or itself, its Affiliates, and its and each of their respective partnerssuccessors, members, predecessors, directors, officers, employees, controlling persons, agents, representatives, successors assigns and assigns (collectively, the “Seller Releasing Parties”), hereby unconditionally and irrevocably waives, releases, remises and forever discharges the Sale Entities and its and their respective partners, members, predecessors, directors, officers, employees, agents, representatives, successors and assigns beneficiaries (each, a “Seller Releasor”), and in his, her or its capacity as a shareholder or employee of the Company, hereby completely releases, acquits and forever discharges, to the fullest extent permitted by Law, the Company and its current officers, directors, shareholder, partners, members, Affiliates (including, after the Closing, the Buyer) and employees (each, a “Company Releasee”) of, from and against any and all claimsProceedings, demands and actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, fixed or contingent, known or unknown, liquidated or unliquidated, suspected or unsuspected, at Law or in equity (the “Seller-Released Claims”), which such Seller Releasor ever had, now has or may hereafter have, or which such Company Releasee at any time previously had, or claimed to have had, arising out of, based upon, on or by reason of any matter, cause or thing whatsoever, arising from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, liquidated and which occurred, existed or contingentwas taken or permitted, relating to or arising in connection with the operation of the businesses of the Sale Entities on at or prior to the Closing Date; provided, however, that such this release shall does not operate extend to release any such Releasee claim (a) from for accrued benefits under employee benefit plans to which such Seller or Holdco may be entitled or for any of unpaid salary, expense reimbursement or any similar employee-related benefits for the termsperiod ending on or prior to the Closing Date (other than rights with respect to Transaction Bonuses contemplated to be made on or before Closing), conditions or other obligations under this Agreement or the Transition Services Agreement or (b) arising under or pursuant to any employment-related agreement entered into between the Company and such Seller, (c) to enforce such Seller’s rights under this Agreement, any Seller Ancillary Agreement, any Holdco Ancillary Agreement or any Company Ancillary Agreement and nothing in this Agreement, including but not limited to this Section 8.4.1, shall be construed to extend to, include, restrict or limit in any way, and each Seller hereby reserves such Seller’s rights to pursue, any and all claims, actions or rights that such Seller may now or in the case future have under this Agreement, any Seller Ancillary Agreement, any Holdco Ancillary Agreement or any Company Ancillary Agreement, (d) for any breach by a Company Releasee of any obligations of confidentiality with respect to any proprietary processes or other proprietary information of the Releasees who are or were directorsCompany, officers or employees however and whenever arising, (e) Fraud of any Sale Entity Company Releasee, or (f) any transaction from which a Company Releasee derived an improper personal benefit. Each of Hxxxxx and each Seller agrees not to, and agrees to cause his, her or its respective Affiliates, for rights under indemnification provisions and each of the Organizational Documents of any such Sale Entity or Affiliatetheir respective successors and assigns, as applicable, or directors’ or officers’ or other fiduciary liability insurance policies of any Seller Releasing Party in favor of any Releasees, and rights under any employment, stock option, bonus or other employment or compensation agreements or plans. Each of Seller, and its Affiliates acknowledges that it is aware that such Seller or Affiliate may hereafter discover facts different from or in addition to the facts which such Seller or Affiliate now knows or believes to be true with respect to the subject matter of this Agreement, but that such Seller or Affiliate intends that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery of any such different or additional facts. Seller shall, and shall cause its Affiliates not to, refrain from, directly or indirectly, asserting assert any claim or demand or commencing Seller-Released Claims against any Action that it knows is directly conflicting with this Section 11.16Company Releasee.

Seller Release. Effective as As of the Closing, Seller, on behalf of itselfitself and its heirs, its Affiliatesexecutors, administrators, agents, successors, assigns and Affiliates (other than the Transferred Companies) (collectively, the “Releasing Parties”), irrevocably and unconditionally waives and releases any and all rights with respect to, and its releases, forever acquits and discharges the Transferred Companies and their respective partners, members, predecessors, present and future directors, officers, employees, controlling personsagents and other representatives, agentsand their respective heirs, representativesexecutors, administrators, successors and assigns (collectively, the “Seller Releasing Released Parties”)) with respect to, hereby unconditionally and irrevocably waives, releases, remises and forever discharges the Sale Entities and its and their respective partners, members, predecessors, directors, officers, employees, agents, representatives, successors and assigns (each, a “Releasee”) from any and all claims, demands and demands, charges, complaints, obligations, causes of action, whether suits, liabilities, indebtedness, sums of money, covenants, agreements, instruments, contracts (written or oral, express or implied), controversies, promises, acts, omissions, fees, expenses (including attorneys’ fees, costs and expenses), damages and judgments, at law or in equity, in contract or tort, in the United States, state, foreign or other judicial, administrative, arbitration or other proceedings, of any nature whatsoever, known or unknown, liquidated suspected or contingentunsuspected, relating to previously, now or arising hereafter arising, in connection each case which arise out of, are based upon or are connected with the operation of the businesses of the Sale Entities facts or events occurring or in existence on or prior to the Closing DateClosing, relating to the Transferred Companies or Seller’s ownership interest therein (the “Released Claims”); provided, however, that such in no event shall the foregoing release shall not operate apply with respect to release any such Releasee (a) from any obligations of any Released Party set forth in this Agreement (including the termsindemnification obligations set forth in Article VIII) or in any Ancillary Document to which Seller is a party, subject to the limitations and conditions or other obligations under provided in this Agreement or the Transition Services Agreement such Ancillary Document to which Seller is a party or (b) in the case any indemnification or similar obligations of the Releasees who are or were Transferred Companies existing as of the date of this Agreement to any of the Releasing Parties in their capacities as directors, managers or officers or employees of any Sale Entity or any of its respective Affiliates, for rights under indemnification provisions the organizational documents of the Organizational Documents of any such Sale Entity or AffiliateTransferred Companies, as applicable, or directors’ or officers’ or other fiduciary liability insurance policies of any Seller Releasing Party in favor of any Releasees, and rights under any employment, stock option, bonus or other employment or compensation agreements or plans. Each of Seller, and its Affiliates acknowledges Business Agreement that it is aware that such Seller or Affiliate may hereafter discover facts different from or in addition to the facts which such Seller or Affiliate now knows or believes to be true with respect to the subject matter of this Agreement, but that such Seller or Affiliate intends that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery of any such different or additional facts. Seller shall, and shall cause its Affiliates not terminated pursuant to, refrain from, directly or indirectly, asserting any claim or demand or commencing any Action that it knows is directly conflicting with this Section 11.16.

Seller Release. Effective as of the Closing, Seller, on behalf each of the Seller Indemnified Parties does for itself, its Affiliateshimself or herself release and absolutely forever discharge the Company, and its Buyer and their respective partnersofficers, members, predecessorsmanagers, directors, officerssecurityholders, Affiliates, employees, controlling persons, agents, representatives, successors advisors and assigns (collectively, the “Seller Releasing Parties”), hereby unconditionally and irrevocably waives, releases, remises and forever discharges the Sale Entities and its and their respective partners, members, predecessors, directors, officers, employees, agents, representatives, successors and assigns agents (each, a “ReleaseeBuyer Released Party”) from and against all Seller Released Matters. “Seller Released Matters” means any and all claims, demands demands, damages, debts, liabilities, obligations, costs, expenses (including attorneys’ and accountants’ fees and expenses), actions and causes of actionaction of any nature whatsoever, whether now known or unknown, liquidated suspected or contingentunsuspected, relating to any Seller Indemnified Party now has, or arising at any time previously had, or shall or may have in connection with the operation future, as a securityholder (whether direct or indirect), officer, manager, director, contractor, consultant or employee of the businesses Company, arising by virtue of or in any matter related to any actions or inactions with respect to the Sale Entities Company or the Company’s affairs on or prior to before the Closing Date; provided, however, that such release shall not operate to release any such Releasee except (a) from any for claims, demands, damages, debts, liabilities, obligations, costs, expenses, actions and causes of the terms, conditions or other obligations action arising under this Agreement or the Transition Services Agreement or and (b) in the case of the Releasees Seller Indemnified Parties who are or were directors, officers or employees of any Sale Entity the Company or any of its respective AffiliatesSubsidiaries, for rights under indemnification provisions of the Organizational Documents of any the Company or such Sale Entity or AffiliateSubsidiary, as applicable, or directors’ or officers’ or other fiduciary liability insurance policies of any Seller Releasing Party in favor of any Releasees, and rights under any employment, stock optionequity incentive, bonus or other employment or compensation agreements or plans. Each It is the intention of Sellereach Seller Indemnified Party in executing this release, and its Affiliates acknowledges in giving and receiving the consideration called for herein, that it is aware that such the release contained in this Section 6.12 shall be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by each Seller Indemnified Party and the Buyer Released Parties of all Seller Released Matters including accrued but unpaid distributions and payments in connection with a liquidation or Affiliate may hereafter discover facts different from change of control transaction. Notwithstanding anything herein or in addition otherwise to the facts which contrary, the release contained in this Section 6.12 will not be effective so as to benefit a particular Buyer Released Party in connection with any matter or event that would otherwise constitute a Seller Released Matter, but involved fraud on the part of such Seller Buyer Released Party. The invalidity or Affiliate now knows or believes to be true with respect to the subject matter unenforceability of any part of this Agreement, but that such Seller Section 6.12 shall not affect the validity or Affiliate intends that enforceability of the general releases herein given remainder of this Section 6.12 which shall be and remain in full force and effect, notwithstanding the discovery of any such different or additional facts. Seller shall, and shall cause its Affiliates to, refrain from, directly or indirectly, asserting any claim or demand or commencing any Action that it knows is directly conflicting with this Section 11.16.