Common use of Sellers’ Release Clause in Contracts

Sellers’ Release. As of the Closing, and to the fullest extent allowed by law, each of the Sellers, on its own behalf and on behalf of each of its Affiliates, and, to the extent permitted by law, on behalf of each of their respective predecessors, heirs, beneficiaries, trustees, principals, agents, employees, representatives, contractors, successors, assigns, servants, attorneys and other professionals, officers, directors, members, partners, subsidiaries, stockholders (collectively, the “Xxxxxxxxx Releasing Parties”) hereby jointly and severally irrevocably, perpetually and forever releases and discharges each of the Medtronic Parties and each of its Affiliates and their respective predecessors, principals, agents, employees, representatives, contractors, successors, assigns, servants, attorneys and other professionals, officers, directors, members, partners, subsidiaries, stockholders (collectively, the “Medtronic Released Parties”) from any and all Encumbrances in favor of any of the Xxxxxxxxx Releasing Parties on the assets of the Medtronic Released Parties and from any and all Actions and Liabilities of any nature, in each case whether known or unknown, against them that any of the Xxxxxxxxx Releasing Parties, or anyone claiming through or under them, ever had, now has or hereafter can or may ever have for, based upon, arising out of, or in connection with, any matter, act, fact, cause, or thing before the Closing, including anything that was or could have been alleged or asserted in the Litigation or any malicious prosecution or similar claim arising out of the Litigation, except in all cases for Encumbrances, Actions and Liabilities based upon, arising out of, or in connection with This Agreement, including any Losses. Each of the Xxxxxxxxx Releasing Parties hereby jointly and severally irrevocably, perpetually and forever releases and discharges each of the Medtronic Released Parties’ insurers with respect to any Encumbrances, Actions and Liabilities to which the Xxxxxxxxx Releasing Parties release the Medtronic Released Parties in this Section 11.2. This Agreement is not an acknowledgement of liability of any Party but is entered into to resolve all issues between the Xxxxxxxxx Releasing Parties and the Medtronic Released Parties.

Sellers’ Release. As (a) Each of the Closing, and to the fullest extent allowed by law, each of the Sellers, on its own behalf and on behalf of each of its Affiliates, and, to the extent permitted by lawSellers does hereby, on behalf of each of their respective predecessorshimself, herself or itself and his, her or its agents, representatives, attorneys, successors and assigns, heirs, beneficiariesexecutors and administrators (collectively, trusteesthe “Seller Parties”) RELEASE AND FOREVER DISCHARGE the Company and Buyer, principalsand their respective Related Persons, agentsparents, employees, representatives, contractors, successors, assigns, servants, attorneys and other professionalsjoint ventures, officers, directors, shareholders, interest holders, members, partnersmanagers, subsidiariesemployees, stockholders consultants, representatives, successors and assigns, heirs, executors and administrators (collectively, the “Xxxxxxxxx Releasing Parties”) hereby jointly and severally irrevocably, perpetually and forever releases and discharges each of the Medtronic Parties and each of its Affiliates and their respective predecessors, principals, agents, employees, representatives, contractors, successors, assigns, servants, attorneys and other professionals, officers, directors, members, partners, subsidiaries, stockholders (collectively, the “Medtronic Released Company Parties”) from any all causes of action, suits, debts, claims and all Encumbrances demands whatsoever at law, in favor of equity or otherwise, which such Seller or any of the Xxxxxxxxx Releasing Seller Parties on the assets of the Medtronic Released Parties and from any and all Actions and Liabilities of any nature, in each case whether known or unknown, against them that any of the Xxxxxxxxx Releasing Parties, or anyone claiming through or under them, ever had, now has has, or hereafter can or may ever have for, based uponhave, arising out ofcontemporaneously with or prior to the Closing Date from or relating in any way to such Seller’s status as a shareholder, employee, investor, lender or in connection withdebtor of the Company (excluding any right to indemnification or contribution from the Company), any matter, act, fact, cause, or thing before agreement between such Seller and the Closing, including anything that was or could have been alleged or asserted in the Litigation Company or any malicious prosecution or similar claim arising out Related Person of the LitigationCompany, except in all cases and any claims for Encumbrancesreasonable attorneys’ fees and costs, Actions but not including such claims to payments and Liabilities based upon, arising out of, other rights provided to such Seller Party under this Agreement or in connection with This Agreement, including the Other Transaction Documents contemplated herein or any Losses. Each of the Xxxxxxxxx Releasing Parties hereby jointly and severally irrevocably, perpetually and forever releases and discharges each agreements set forth on Section 9.11(a) of the Medtronic Released Parties’ insurers with respect Disclosure Schedules hereto; provided, however, nothing contained herein shall operate to release any Encumbrances, Actions and Liabilities to which obligation of the Xxxxxxxxx Releasing Parties Buyer under this Agreement or any of the Other Transaction Documents. The release the Medtronic Released Parties contained in this Section 11.2. This Agreement 9.11(a) is not an acknowledgement effective without regard to the legal nature of liability the claims raised and without regard to whether any such claims are based upon tort, equity, implied or express contract or discrimination of any Party but sort. Except as specifically provided herein, it is entered into to resolve all issues between the Xxxxxxxxx Releasing Parties expressly understood and the Medtronic Released Partiesagreed that this release shall operate as a clear and unequivocal waiver by each Seller of any claim for accrued or unpaid wages, benefits or any other type of payment whatsoever.

Sellers’ Release. As of the Closing, and to the fullest extent allowed by law, each of the Sellers, on its own behalf and on behalf of each of its Affiliates, and, to the extent permitted by law(a) Each Seller, on behalf of each of their respective predecessorsitself and such Seller's controlling and controlled Affiliates (each, heirsa "Releasor"), beneficiaries, trustees, principals, agents, employees, representatives, contractors, successors, assigns, servants, attorneys and other professionals, officers, directors, members, partners, subsidiaries, stockholders (collectively, the “Xxxxxxxxx Releasing Parties”) hereby jointly and severally irrevocably, perpetually release and forever releases discharge the Company and discharges each of the Medtronic Parties its Subsidiaries and each of its Affiliates and their respective predecessorsNon-Recourse Parties in their capacities as such (each, principals, agents, employees, representatives, contractors, successors, assigns, servants, attorneys and other professionals, officers, directors, members, partners, subsidiaries, stockholders (collectively, the “Medtronic Released Parties”a "Releasee") from any and all Encumbrances claims, demands, Proceedings, causes of action, Contracts, Losses and Liabilities whatsoever (including reasonable attorneys' fees) and all consequences thereof, at Law or in favor of equity, which a Seller or other Releasor now has, has ever had or may hereafter have against any Releasee arising contemporaneously with or prior to the Closing in their capacity as an equityholder of the Xxxxxxxxx Releasing Parties on Company or otherwise with respect to their investment in the assets Company and its Subsidiaries (collectively, "Released Claims"); provided, however, that nothing contained herein will operate to release, and the Released Claims will not include, any claims, demands, Proceedings, causes of action, Contracts, Losses or Liabilities whatsoever (including reasonable attorneys' fees) or any consequences thereof, at Law or in equity, (i) arising under this Agreement or the Ancillary Documents, (ii) for indemnification or exculpation (or under related insurance) in accordance with the organizational documents of the Medtronic Company or its Subsidiaries, or (iii) available to any Seller under an employment agreement with the Company or its Subsidiaries or for any compensation and benefits earned in the Ordinary Course of Business and unpaid as of the Closing Date (the foregoing clauses (i), (ii) and (iii), each, an "Excluded Claim"). Each Seller, on behalf of itself and such Seller's other Releasors, agrees that this release shall act as a release of all Released Parties and from any and all Actions and Liabilities of any natureClaims, in each case whether such Released Claims are currently known or unknown, against them that foreseen or unforeseen, contingent or absolute, asserted or unasserted, and each Seller, on behalf of itself and such Seller's other Releasors, intentionally and specifically waives any statute or rule which may prohibit the release of the Xxxxxxxxx Releasing Parties, future rights or anyone claiming through or under them, ever had, now has or hereafter can or may ever have for, based upon, arising out of, or in connection with, any matter, act, fact, cause, or thing before the Closing, including anything that was or could have been alleged or asserted in the Litigation or any malicious prosecution or similar claim arising out of the Litigation, except in all cases for Encumbrances, Actions and Liabilities based upon, arising out of, or in connection with This Agreement, including any Losses. Each of the Xxxxxxxxx Releasing Parties hereby jointly and severally irrevocably, perpetually and forever releases and discharges each of the Medtronic Released Parties’ insurers a release with respect to unknown claims. The Releasees are intended third-party beneficiaries of this release, and this release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Releasees hereunder. If any Encumbrancesprovision of this release is held invalid or unenforceable by any court of competent jurisdiction, Actions the other provisions of this release will remain in full force and Liabilities to which the Xxxxxxxxx Releasing Parties release the Medtronic Released Parties in this Section 11.2. This Agreement is not an acknowledgement of liability of any Party but is entered into to resolve all issues between the Xxxxxxxxx Releasing Parties and the Medtronic Released Partieseffect.

Sellers’ Release. (a) As an inducement to Parent to enter into this Agreement and consummate the transactions contemplated hereby and for other good and sufficient consideration, subject to delivery by Parent of the Closing, and to the fullest extent allowed by lawitems listed in Section 1.7(b) hereof, each of the Sellers, on its own behalf with the intention of binding himself and on behalf of each of its Affiliatessuch Sellers' heirs, andexecutors, to administrators and assigns (the extent permitted by law"Releasors"), on behalf of does hereby release, acquit and forever discharge Parent and the Company, and each of their respective predecessorspast and present Affiliates, heirsSubsidiaries, beneficiariesand Representatives, trustees, principals, agents, employees, representatives, contractors, successors, assigns, servants, attorneys and other professionals, officers, directors, members, partners, subsidiaries, stockholders (collectively, the “Xxxxxxxxx Releasing Parties”) hereby jointly and severally irrevocably, perpetually and forever releases and discharges each of the Medtronic Parties and each of its Affiliates and their respective predecessors, principals, agents, employees, representatives, contractors, successors, assigns, servants, attorneys and other professionals, officers, directors, members, partners, subsidiaries, stockholders (collectively, the “Medtronic Released Parties”) from any and all Encumbrances Persons acting by, through, under, or in favor concert with such Persons (the "Releasees"), of any of the Xxxxxxxxx Releasing Parties on the assets of the Medtronic Released Parties and from any and all Actions and Liabilities manner of action or actions, cause or causes of action, suits, arbitrations, demands, debts, Liens, contracts, agreements, promises, Liability, damages, or loss of any naturenature whatsoever, in each case whether known or unknown, suspected or unsuspected, fixed or contingent, direct, derivative, vicarious or otherwise, whether based in contract, tort, or other legal, statutory, or equitable theory of recovery, each as though fully set forth at length herein, (hereinafter, a "Claim"), which the Releasors now have or may hereafter have against them that the Releasees, or any of the Xxxxxxxxx Releasing Parties, or anyone claiming through or under them, ever hadby reason of any matter, now has cause, act, omission or hereafter can or may ever have forthing whatsoever in any way arising out of, based upon, arising out of, or in connection with, any matter, act, fact, cause, or thing before the Closing, including anything that was or could have been alleged or asserted relating to Seller's ownership of an Equity Interest in the Litigation Company or any malicious prosecution of its Subsidiaries or similar claim arising out of the LitigationShares; provided, except in all cases for Encumbranceshowever, Actions and Liabilities based upon, arising out of, or in connection with This Agreement, including any Losses. Each of the Xxxxxxxxx Releasing Parties hereby jointly and severally irrevocably, perpetually and forever releases and discharges each of the Medtronic Released Parties’ insurers with respect to any Encumbrances, Actions and Liabilities to which the Xxxxxxxxx Releasing Parties release the Medtronic Released Parties that nothing set forth in this Section 11.2. This Agreement is not an acknowledgement of liability 10.1 shall (i) affect the ability of any Party but is entered into of the Sellers to resolve all issues bring a Claim under this Agreement or (ii) release, acquit or discharge any rights to indemnification to which any Seller may be entitled under the Organizational Documents as in effect on the date hereof or under any indemnification agreement between the Xxxxxxxxx Releasing Parties such Seller and the Medtronic Released PartiesCompany or any of its Subsidiaries in existence as of the date hereof. Notwithstanding the foregoing, nothing in this Agreement shall be interpreted to release Parent from any of its obligations to Sellers under this Agreement.

Sellers’ Release. As of the Closing, and to the fullest extent allowed by lawEffective Time, each of Seller hereby forever fully and irrevocably releases and discharges the SellersPurchaser, on its own behalf the Company and on behalf of each of its Affiliates, and, to the extent permitted by law, on behalf of each of their respective predecessors, heirssuccessors, beneficiariesdirect or indirect subsidiaries and past and present stockholders, trusteesmembers (direct and indirect), principalsmanagers, directors, officers, employees, agents, employees, representatives, contractors, successors, assigns, servants, attorneys and other professionals, officers, directors, members, partners, subsidiaries, stockholders representatives (collectively, the “Xxxxxxxxx Releasing Parties”) hereby jointly and severally irrevocably, perpetually and forever releases and discharges each of the Medtronic Parties and each of its Affiliates and their respective predecessors, principals, agents, employees, representatives, contractors, successors, assigns, servants, attorneys and other professionals, officers, directors, members, partners, subsidiaries, stockholders (collectively, the “Medtronic Released Parties”) from any and all Encumbrances in favor actions, suits, claims, demands, debts, promises, judgments, liabilities or obligations of any kind whatsoever in law or equity and causes of the Xxxxxxxxx Releasing Parties on the assets action of the Medtronic Released Parties every kind and from any and all Actions and Liabilities of any nature, or otherwise (including claims for damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses) arising out of or related to the Company, the EFT Business or such Seller’s respective ownership of equity in each case the Company, which such Seller can, shall or may have against the Released Parties, whether known or unknown, suspected or unanticipated as well as anticipated and that now exist or may hereinafter accrue based on matters now known as well as unknown (collectively, the “Released Claims”), and hereby irrevocably agrees to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any proceeding of any kind before any Governmental Authority, against them that any Released Party based upon any Released Claim. Notwithstanding the preceding sentence of this Section 8.6, “Released Claims” does not include, and the provisions of this Section 8.6 shall not release or otherwise diminish, (a) the obligations of the Xxxxxxxxx Releasing PartiesPurchaser expressly set forth in any provisions of this Agreement, or anyone claiming through or under them, ever had, now has or hereafter can or may ever have for, based upon, arising out of, or in connection with, any matter, act, fact, cause, or thing before the Closing, including anything that was or could have been alleged or asserted in the Litigation or any malicious prosecution or similar claim arising out obligations of the Litigation, except Purchaser and Parent expressly set forth in all cases for Encumbrances, Actions and Liabilities based upon, arising out of, or in connection with This Agreement, including any Losses. Each provisions of the Xxxxxxxxx Releasing Parties hereby jointly Seller Note, and severally irrevocably, perpetually and forever releases and discharges each the obligations of Parent expressly set forth in any provisions of the Medtronic Released Parties’ insurers with respect Ancillary Agreements, (b) the obligations of the Company to any Encumbrancesindemnify, Actions defend and Liabilities to which hold harmless its directors, managers, officers and employees under the Xxxxxxxxx Releasing Parties release Company’s certificate of incorporation or bylaws and applicable Law or (c) the Medtronic Released Parties in this Section 11.2. This Agreement is not an acknowledgement of liability obligations of any Party but is entered into to resolve all issues between the Xxxxxxxxx Releasing Parties and the Medtronic Released Partiesinsurer under any insurance policy.

Sellers’ Release. As of the ClosingSeller hereby remises, releases and forever discharges Buyer, and to the fullest extent allowed by law, each of the Sellers, on its own behalf and on behalf of each of its predecessors, parents, subsidiaries, Affiliates, andand the past, to the extent permitted by lawpresent and future members, on behalf of each of their respective predecessors, heirs, beneficiaries, trustees, principals, agents, employees, representatives, contractors, successors, assigns, servants, attorneys and other professionalspartners, officers, directors, members, partners, subsidiaries, stockholders (collectively, the “Xxxxxxxxx Releasing Parties”) hereby jointly and severally irrevocably, perpetually and forever releases and discharges each of the Medtronic Parties and each of its Affiliates and their respective predecessors, principalsemployees, agents, employeesconsultants, representatives, contractorsattorneys, successors, assigns, servants, attorneys and other professionals, officers, directors, members, partners, subsidiaries, stockholders (collectively, the “Medtronic Released Parties”) from any and all Encumbrances in favor insurers of any of the Xxxxxxxxx Releasing Parties on the assets foregoing, together with all successors and assigns of any of the Medtronic Released Parties foregoing (the "BUYER RELEASEES") of and from any all claims, demands, actions, causes of action, rights of action, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and all Actions and Liabilities proceedings of any whatsoever kind, nature, in each case whether or description, direct or indirect, vested or contingent, known or unknown, against them that any of the Xxxxxxxxx Releasing Partiessuspected or unsuspected, in contract, tort, law, equity, or anyone claiming through otherwise, under the laws of any jurisdiction, that Seller or under themits successors or assigns, ever had, now has has, or hereafter can can, shall, or may ever have forhave, based upon, arising out of, or in connection with, any matter, act, fact, cause, or thing before against the ClosingBuyer Releasees, including anything that was without limitation any of the foregoing relating to or could have been alleged or asserted in the Litigation or any malicious prosecution or similar claim arising out of the Litigation, except in all cases for Encumbrances, Actions and Liabilities based upon, arising out of, or in connection with This Servicing Agreement, including any Losses. Each from the beginning of the Xxxxxxxxx Releasing Parties world through and including the date of this Mutual Release ("SELLER CLAIMS"), other than any and all rights that Seller may have under this Agreement. Seller hereby jointly expressly waives any and severally irrevocablyall laws or statutes, perpetually of any jurisdiction whatsoever, which may provide that a release does not extend to claims not known or suspected to exist at the time of executing a release which if known would have materially affected the decision to give said release. It is expressly intended and forever releases agreed that this Mutual Release does in fact extend to such unknown or unsuspected Seller Claims related to anything that has happened to the date hereof even if knowledge thereof would have materially affected the decision to give said release. Seller hereby represents and discharges each warrants to Buyer that it has not assigned, transferred or otherwise conveyed any of the Medtronic Released Parties’ insurers with respect to any Encumbrances, Actions and Liabilities to which the Xxxxxxxxx Releasing Parties release the Medtronic Released Parties in this Section 11.2. This Agreement is not an acknowledgement of liability of any Party but is entered into to resolve all issues between the Xxxxxxxxx Releasing Parties and the Medtronic Released PartiesSeller Claims being released herein.

Sellers’ Release. As (a) Except for the obligations created by this Agreement and that certain Joinder Agreement by and between Seller and Xxxxx Xxxxxx of even date herewith, Seller and his successors, heirs and assigns, do hereby absolutely, fully and forever release, relieve, waive, relinquish, absolve, acquit and discharge Buyer and the Closing, Company and to the fullest extent allowed by law, each of the Sellers, on its own behalf and on behalf of each of its Affiliates, and, to the extent permitted by law, on behalf of each of their respective predecessors, heirs, beneficiaries, trustees, principals, agents, employees, representatives, contractors, successors, assigns, servants, attorneys and other professionals, officers, directorsmanagers, members, partners, subsidiaries, stockholders (collectively, the “Xxxxxxxxx Releasing Parties”) hereby jointly agents and severally irrevocably, perpetually and forever releases and discharges each representatives of the Medtronic Parties and each of its Affiliates and their respective predecessors, principals, agents, employees, representatives, contractors, successors, assigns, servants, attorneys and other professionals, officers, directors, members, partners, subsidiaries, stockholders (collectively, the “Medtronic Released Parties”) from any and all Encumbrances in favor of any of the Xxxxxxxxx Releasing Parties on the assets of the Medtronic Released Parties and from any and all Actions manner of claims, demands, promises, cause or causes of action, action or actions, suits, debts, liabilities, obligations, costs, expenses, sums of money, controversies, damages, accounts, reckonings and Liabilities liens of every kind or nature whatsoever, whether mature, contingent, direct, derivative, subrogated, personal, assigned, discovered, undiscovered, suspected, unsuspected or otherwise, which they have, may have or have owned, or held at any time by reason of any naturematter, cause or thing whatsoever from the beginning of time to the date hereof in each case whether known or unknown, against them that any of the Xxxxxxxxx Releasing Parties, or anyone claiming through or under them, ever had, now has or hereafter can or may ever have for, based upon, way arising out ofof or relating to, or in connection with, any matterthe Company's operations, actSeller's ownership of membership interest in the Company, factSeller's employment by the Company, causeSeller's relationship with the Company, or thing before Seller's relationship with Buyer. 8 (b) Seller acknowledges and agrees that the Closingrelease set forth in Section 6.8(a) above is a full and final release applying not only to all claims that are presently known, including anything that was or could have been alleged or asserted in the Litigation or any malicious prosecution or similar claim arising out of the Litigation, except in all cases for Encumbrances, Actions and Liabilities based upon, arising out ofanticipated, or disclosed, but also to all claims that are presently unknown, unanticipated, and undisclosed. SELLER HEREBY WAIVES ANY AND ALL RIGHTS OR BENEFITS THAT HE MAY NOW HAVE OR MAY HAVE IN THE FUTURE REGARDING CLAIMS, UNDER THE TERMS OF CALIFORNIA CIVIL CODE SECTION 1542 ("Section 1542"), 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." Seller, being aware of Section 1542, hereby expressly waives and relinquishes any rights or benefits he has or may have thereunder in connection with This Agreementthe release provided herein, including as well as under any Lossesother statute or common law principle of similar effect. Each of the Xxxxxxxxx Releasing Parties hereby jointly and severally irrevocably, perpetually and forever releases and discharges each of the Medtronic Released Parties’ insurers with respect to any Encumbrances, Actions and Liabilities to which the Xxxxxxxxx Releasing Parties release the Medtronic Released Parties in this Section 11.2. This Agreement is not an acknowledgement of liability of any Party but is entered into to resolve all issues between the Xxxxxxxxx Releasing Parties and the Medtronic Released Parties6.9.

Sellers’ Release. (a) As an inducement to Parent to enter into this Agreement and consummate the transactions contemplated hereby and for other good and sufficient consideration, subject to delivery by Parent of the Closing, and to the fullest extent allowed by lawitems listed in Section 1.7(b) hereof, each of the Sellers, on its own behalf with the intention of binding himself and on behalf of each of its Affiliatessuch Sellers’ heirs, andexecutors, to administrators and assigns (the extent permitted by law“Releasors”), on behalf of does hereby release, acquit and forever discharge Parent and the Company, and each of their respective predecessorspast and present Affiliates, heirsSubsidiaries, beneficiariesand Representatives, trusteesand all Persons acting by, principalsthrough, agentsunder, employees, representatives, contractors, successors, assigns, servants, attorneys and other professionals, officers, directors, members, partners, subsidiaries, stockholders or in concert with such Persons (collectively, the “Xxxxxxxxx Releasing PartiesReleasees”) hereby jointly and severally irrevocably), perpetually and forever releases and discharges each of the Medtronic Parties and each of its Affiliates and their respective predecessors, principals, agents, employees, representatives, contractors, successors, assigns, servants, attorneys and other professionals, officers, directors, members, partners, subsidiaries, stockholders (collectively, the “Medtronic Released Parties”) from any and all Encumbrances in favor of any of the Xxxxxxxxx Releasing Parties on the assets of the Medtronic Released Parties and from any and all Actions and Liabilities manner of action or actions, cause or causes of action, suits, arbitrations, demands, debts, Liens, contracts, agreements, promises, Liability, damages, or loss of any naturenature whatsoever, in each case whether known or unknown, suspected or unsuspected, fixed or contingent, direct, derivative, vicarious or otherwise, whether based in contract, tort, or other legal, statutory, or equitable theory of recovery, each as though fully set forth at length herein, (hereinafter, a “Claim”), which the Releasors now have or may hereafter have against them that the Releasees, or any of the Xxxxxxxxx Releasing Parties, or anyone claiming through or under them, ever hadby reason of any matter, now has cause, act, omission or hereafter can or may ever have forthing whatsoever in any way arising out of, based upon, arising out of, or in connection with, any matter, act, fact, cause, or thing before the Closing, including anything that was or could have been alleged or asserted relating to Seller’s ownership of an Equity Interest in the Litigation Company or any malicious prosecution of its Subsidiaries or similar claim arising out of the LitigationShares; provided, except in all cases for Encumbranceshowever, Actions and Liabilities based upon, arising out of, or in connection with This Agreement, including any Losses. Each of the Xxxxxxxxx Releasing Parties hereby jointly and severally irrevocably, perpetually and forever releases and discharges each of the Medtronic Released Parties’ insurers with respect to any Encumbrances, Actions and Liabilities to which the Xxxxxxxxx Releasing Parties release the Medtronic Released Parties that nothing set forth in this Section 11.2. This Agreement is not an acknowledgement of liability 10.1 shall (i) affect the ability of any Party but is entered into of the Sellers to resolve all issues bring a Claim under this Agreement or (ii) release, acquit or discharge any rights to indemnification to which any Seller may be entitled under the Organizational Documents as in effect on the date hereof or under any indemnification agreement between the Xxxxxxxxx Releasing Parties such Seller and the Medtronic Released PartiesCompany or any of its Subsidiaries in existence as of the date hereof. Notwithstanding the foregoing, nothing in this Agreement shall be interpreted to release Parent from any of its obligations to Sellers under this Agreement.

Sellers’ Release. As For and in consideration of the Final Purchase Price to be received directly or indirectly by the Sellers under this Agreement, from and after the Closing, each Seller hereby releases, acquits and to forever discharges the fullest extent allowed by law, each of the Sellers, on its own behalf Company and on behalf of each of its Affiliates, and, to the extent permitted by law, on behalf of each of and their respective predecessorsAffiliates’ present, heirsformer and future members, beneficiaries, trustees, principals, agents, employees, representatives, contractors, successors, assigns, servants, attorneys and other professionalsmanagers, officers, directors, membersattorneys, partnersagents, subsidiariesRepresentatives, stockholders (collectivelytrustees, the “Xxxxxxxxx Releasing Parties”) hereby jointly and severally irrevocably, perpetually and forever releases and discharges each of the Medtronic Parties employees and each of its Affiliates and their respective predecessorsheirs, principalsexecutors, agentsadministrators, employeessuccessors and assigns (each a “Released Party”), representatives, contractors, successors, assigns, servants, attorneys and other professionals, officers, directors, members, partners, subsidiaries, stockholders (collectively, the “Medtronic Released Parties”) from any and all Encumbrances in favor of any of the Xxxxxxxxx Releasing Parties on the assets of the Medtronic Released Parties and from any and all Actions manner of action or actions, cause or causes of action, demands, rights, assessments, levies, losses, fines, liabilities, payments, penalties, damages, interest, damages, debts, dues, sums of money, accounts, reckonings, costs, expenses, responsibilities, covenants, contracts, controversies, agreements and Liabilities of any natureClaims whatsoever, in each case whether known or unknown, against them that any of the Xxxxxxxxx Releasing Partiesevery name and nature, both in law and in equity (each a “Released Claim”), which such Seller or anyone claiming through such Seller’s heirs, executors, administrators, successors or under them, assigns (each a “Releasor Party”) ever had, now has has, or hereafter can may have or may ever shall have foragainst any Released Party, based uponin each case, arising out ofof any matters, causes, acts, conduct, claims, circumstances or in connection withevents occurring or failing to occur or conditions existing, any matterprior to the Effective Time. In executing this Agreement, acteach Releasor Party acknowledges and intends that this Agreement shall be effective as a bar to each and every one of the Released Claims. Notwithstanding the foregoing, fact, cause, or thing before the Closing, including anything that was or could have been alleged or asserted in following are expressly excluded from “Released Claims” and no Releasor Party is obligated to release such Releasor Party’s rights and interests (i) under the Litigation Transaction Documents or any malicious prosecution other agreement entered into with the Purchaser or similar claim arising out an Affiliate of the Litigation, except in all cases for Encumbrances, Actions and Liabilities based upon, arising out of, or Purchaser in connection with This Agreementthe Contemplated Transactions, including any Losses. Each of the Xxxxxxxxx Releasing Parties hereby jointly and severally irrevocably, perpetually and forever releases and discharges each of the Medtronic Released Parties’ insurers (ii) with respect to any EncumbrancesReleasor Party who is an employee or manager of the Company, Actions (1) for any compensation or benefit for services rendered to the Company that remain unpaid or unawarded (including rights to payment for salary, bonuses, commissions and Liabilities vacation pay, earned and unpaid as of the date hereof and any claim for accrued, vested benefits under any tax qualified retirement plan or employee welfare benefit plan of the Company in accordance with plan terms and applicable law), in each case only to which the Xxxxxxxxx Releasing Parties release extent accrued for in the Medtronic Released Parties Final Net Working Capital or Final Indebtedness, (2) under any agreement entered into with the Company in this connection with such Releasor Party’s employment with or service for the Company to the extent accrued for in the Final Net Working Capital or Final Indebtedness, or (3) for any rights to indemnification or advancement of expenses that such Releasor Party has under the terms of the Company’s Charter and Governing Documents (subject to the limitations under Section 11.25.9(b)), and (iii) under any insurance policies. This Agreement Information marked “[***]” has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not an acknowledgement material and (ii) is the type of liability of any Party but is entered into to resolve all issues between information the Xxxxxxxxx Releasing Parties and the Medtronic Released Partiesregistrant treats as private or confidential.

Sellers’ Release. As of the Closing(a) Except as noted on Schedule 13.11 or as otherwise noted herein, and to the fullest extent allowed by law, each of the Sellers, on its own behalf and on behalf of each of its Affiliates, and, to the extent permitted by lawSeller does hereby, on behalf of each of their respective predecessorsSeller and Seller’s agents, representatives, attorneys, assigns, heirs, beneficiariesexecutors and administrators (collectively, trusteesthe “Seller Parties”) RELEASE AND FOREVER DISCHARGE the Company and Buyer, principalsand their respective Related Persons, agentsparents, employees, representatives, contractors, successors, assigns, servants, attorneys and other professionalsjoint ventures, officers, directors, shareholders, interest holders, members, partnersmanagers, subsidiariesemployees, stockholders consultants, representatives, successors and assigns, heirs, executors and administrators (collectively, the “Xxxxxxxxx Releasing Parties”) hereby jointly and severally irrevocably, perpetually and forever releases and discharges each of the Medtronic Parties and each of its Affiliates and their respective predecessors, principals, agents, employees, representatives, contractors, successors, assigns, servants, attorneys and other professionals, officers, directors, members, partners, subsidiaries, stockholders (collectively, the “Medtronic Released Company Parties”) from any all causes of action, suits, debts, claims and all Encumbrances demands whatsoever at law, in favor of equity or otherwise, which Seller or any of the Xxxxxxxxx Releasing Seller Parties on the assets of the Medtronic Released Parties and from any and all Actions and Liabilities of any nature, in each case whether known or unknown, against them that any of the Xxxxxxxxx Releasing Parties, or anyone claiming through or under them, ever had, now has has, or hereafter can or may ever have for, based uponhave, arising out ofcontemporaneously with or prior to the Closing Date from or relating in any way to Seller’s status as a shareholder, employee, investor, lender or debtor of the Company (including any right to indemnification or contribution from the Company (whether statutory (including the Delaware Business Corporation Act), common law, pursuant to the Company’s organizational documents or otherwise)), any agreement between Seller and the Company or any Related Person of the Company, and any claims for reasonable attorneys’ fees and costs, but not including such claims to payments and other rights provided to such Seller Party under this Agreement or the Other Transaction Documents contemplated herein or any of the agreements set forth on Schedule 13.11(a) hereto; provided, however, nothing contained herein shall operate to release any obligation of Buyer, its Representatives or ACT under this Agreement or any of the Other Transaction Documents. The release contained in this Section 13.11(a) is effective without regard to the legal nature of the claims raised and without regard to whether any such claims are based upon tort, equity, implied or express contract or discrimination of any sort. Except as specifically provided herein, it is expressly understood and agreed that this release shall operate as a clear and unequivocal waiver by Seller of any claim for accrued or unpaid wages, benefits or any other type of payment whatsoever. Notwithstanding anything to the contrary contained herein and for the avoidance of doubt, Seller is not releasing Company, Buyer, ACT or any other Person for any matters, obligations or otherwise related to this Agreement, the Other Transaction Documents, the Convertible Note, or in connection with, any matter, act, fact, causethe shares of Series D Stock issued or to be issued, or thing before for matters arising from relationships (whether as an employee, shareholder or creditor) created pursuant to this Agreement, the Convertible Note, or any Other Transaction Documents. Seller and the Seller Parties agree never to bring (or cause or permit to be brought) any action or proceeding against the Company or any other Company Party regarding Seller’s status as a shareholder, employee, director, investor, lender or debtor of the Company at any time prior to the Closing, including anything agreements with the Company or any Related Person of the Company that was relate to Seller’s status as a shareholder, employee, director, investor, lender or could have been alleged debtor of the Company (including, without limitation, the agreements set forth on Schedule 13.11(b) hereto) at any time prior to the Closing(except to the extent of any claim not released pursuant to Section 13(a)), or asserted any claim released pursuant to Section 13.11(a). Seller agrees that in the Litigation event that any claim, suit or action released pursuant to Section 13.11(a) shall be commenced by him or any malicious prosecution or similar claim arising out of the LitigationSeller Parties against the Company or any other Company Party, except the release contained in all cases for Encumbrances, Actions and Liabilities based upon, arising out of, or in connection with This Agreement, including any Losses. Each of the Xxxxxxxxx Releasing Parties hereby jointly and severally irrevocably, perpetually and forever releases and discharges each of the Medtronic Released Parties’ insurers with respect Section 13.11(a) shall constitute a complete defense to any Encumbrancessuch claim, Actions and Liabilities to which the Xxxxxxxxx Releasing Parties release the Medtronic Released Parties in this Section 11.2. This Agreement is not an acknowledgement of liability of any Party but is entered into to resolve all issues between the Xxxxxxxxx Releasing Parties and the Medtronic Released Partiessuit or action so instituted.