Common use of Sellers’ Release Clause in Contracts

Sellers’ Release. 9.1 Effective as of the date hereof, Jericho Capital Corp., Jericho Capital Corp. f/b/o SEP Xxxxxxx X. Xxxxxx, and Xxxxxxx X. Xxxxxx, individually, for itself or himself, (collectively the Seller Releasors), do hereby release, acquit, and forever discharge Xxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxx and Star Multi Care Services, Inc. and any parent, subsidiary or affiliate corporation, partnership, limited liability company, proprietorship, trust, any Affiliate or other form of business entity related directly or indirectly to the foregoing, and each of their respective heirs, administrators, executors, beneficiaries, legatees, devisees, trusts, trustees, insurers, attorneys, experts, consultants, partners, joint venturers, members, officers, directors, shareholders, employees, contractors, alter egos, agents, representatives, predecessors, successors and assigns (collectively the Buyer Releasees) of and from any and all claims, actions, causes of action, judgments, awards, costs, expenses, attorneys fees, debts, obligations, promises, representations, warranties, demands, acts, omissions, rights and liabilities, of any kind and nature whatsoever, including but not limited to those at law, in equity, in tort, in contract, whether or not asserted to date, and whether known or unknown, suspected or unsuspected, which have arisen, are arising, or may in the future arise, directly or indirectly, from, or any other matter or transaction of any kind or nature undertaken thereunder from the beginning of time until the date hereof (the matters referred to above being hereinafter referred to as the Buyer Released Claims); provided, however, that nothing in this Release shall release Buyer Releasees from any of its obligations under this Stock Purchase Agreement.

Sellers’ Release. 9.1 Effective (a) As an inducement to Parent to enter into this Agreement and consummate the transactions contemplated hereby and for other good and sufficient consideration, each of the Sellers, with the intention of binding himself and each of such Sellers’ heirs, executors, administrators and assigns (the “Releasors”), effective as of the date hereofClosing Date, Jericho Capital Corp., Jericho Capital Corp. f/b/o SEP Xxxxxxx X. Xxxxxx, and Xxxxxxx X. Xxxxxx, individually, for itself or himself, (collectively the Seller Releasors), do does hereby release, acquit, acquit and forever discharge Xxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxx Parent and Star Multi Care Services, Inc. and any parent, subsidiary or affiliate corporation, partnership, limited liability company, proprietorship, trust, any Affiliate or other form of business entity related directly or indirectly to the foregoingCompany, and each of their respective heirspast and present Affiliates, administratorsSubsidiaries, executorsand Representatives, beneficiariesand all Persons acting by, legateesthrough, deviseesunder, trustsor in concert with such Persons (the “Releasees”), trustees, insurers, attorneys, experts, consultants, partners, joint venturers, members, officers, directors, shareholders, employees, contractors, alter egos, agents, representatives, predecessors, successors and assigns (collectively the Buyer Releasees) of and from any and all claims, manner of action or actions, cause or causes of actionAction, judgments, awards, costs, expenses, attorneys feesdemands, debts, obligationsLiens, contracts, agreements, promises, representationsliability, warrantiesdamages, demands, acts, omissions, rights and liabilities, or loss of any kind and nature whatsoever, including but not limited to those at law, in equity, in tort, in contract, whether or not asserted to date, and whether known or unknown, suspected or unsuspected, which have arisenfixed or contingent, are arisingdirect, derivative, vicarious or otherwise, whether based in contract, tort, or may in other legal, statutory, or equitable theory of recovery, each as though fully set forth at length herein (a “Claim”), which the future arise, directly or indirectly, fromReleasors have as of the date of this Agreement against the Releasees, or any other matter or transaction of them, by reason of any kind matter, cause, act, omission or nature undertaken thereunder from thing whatsoever in any way arising out of, based upon, or relating to Seller’s ownership of Shares in the beginning of time until the date hereof (the matters referred to above being hereinafter referred to as the Buyer Released Claims)Company; provided, however, that nothing set forth in this Release Section 11.1 shall (i) affect the ability of any of the Sellers to bring a Claim under this Agreement or any Ancillary Agreement; (ii) release, acquit or discharge any rights to indemnification to which any Seller may be entitled under the Company’s or the Company’s Subsidiaries’ organizational documents or under any indemnification agreement between such Seller and the Company or any of its Subsidiaries in existence as of the date hereof; or (iii) affect the ability of any of the Sellers to bring a Claim with respect to any ordinary course of employment rights or any affiliate contracts that remain in effect after the Closing. Notwithstanding the foregoing, nothing in this Agreement or any Ancillary Agreement shall be interpreted to release Buyer Releasees Parent or Purchaser from any of its obligations to Sellers under this Stock Purchase Agreement or any Ancillary Agreement. (b) Each Seller represents and warrants to the Parent that there has been no assignment or other transfer of any interest in any outstanding Claim which such Seller may have against the any of the Releasees, and each Seller agrees to indemnify and hold the Releasees harmless from any liability, Claims or reasonable attorneys’ fees or expenses incurred as a result of any Person asserting any such assignment or transfer of any rights or Claims under any such assignment or transfer from such party. (c) To the knowledge of the Company (without any inquiry), no Seller has filed, nor as of the date hereof, has any Claims against any of the Releasees.

Sellers’ Release. 9.1 Effective as (a) Each of the date hereofSellers, Jericho Capital Corp.on its own behalf and on behalf of its successors and assigns (herein each referred to as a “Releasor”, Jericho Capital Corp. f/b/o SEP Xxxxxxx X. Xxxxxxwhich term includes any one or more of them) hereby unconditionally releases and forever discharges the Corporation, Purchaser and their respective associates and Affiliates, and Xxxxxxx X. Xxxxxxtheir respective successors, individually, for itself or himself, (collectively the Seller Releasors), do hereby release, acquitassigns and predecessors, and forever discharge Xxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxx and Star Multi Care Services, Inc. and any parent, subsidiary or affiliate corporation, partnership, limited liability company, proprietorship, trust, any Affiliate or other form of business entity related directly or indirectly to the foregoing, and each of their respective heirs, administrators, executors, beneficiaries, legatees, devisees, trusts, trustees, insurers, attorneys, experts, consultants, partners, joint venturers, members, present and former officers, directors, shareholders, employeesservants, contractors, alter egos, agents, representatives, agents and employees and their respective predecessors, successors successors, personal representatives and assigns (collectively collectively, the Buyer “Releasees”) of and from any and all claims, actions, causes of action, suits, debts, duties, demands, accounts, bonds, covenants, contracts, covenants, judgments, awardsproceedings and claims for injuries, losses, damages, interest, costs, expensesindemnity, attorneys feesfines, debtspenalties, obligations, promises, representations, warranties, demands, acts, omissions, rights legal and liabilities, professional fees and assessments or amounts of any kind and nature whatsoeverwhatsoever (including any loss or damage not yet ascertained) that such Releasor ever had, including but not limited to those at lawnow have or can, in equity, in tort, in contract, whether or not asserted to date, and whether known or unknown, suspected or unsuspected, which have arisen, are arising, shall or may hereafter have for or by reason of or in the future ariseany way arising out of any cause, directly or indirectly, from, or any other matter or transaction of any kind or nature undertaken thereunder from thing whatsoever existing up to the beginning of present time until (collectively, the date hereof (the matters referred to above being hereinafter referred to as the Buyer Released “Release Claims”); provided, however, provided however that (i) nothing contained in this Release Section 11.3 shall operate to release Buyer Releasees any Party to this Agreement from any of its obligations under this Stock Purchase Agreement, and (ii) this Section 11.3 shall not apply to any Release Claims that the Releasors, individually or collectively, may have against any of the Releasees relating to or arising out of: (a) all rights of the Releasors under this Agreement and the Transaction Documents; and (b) all rights of any Releasor, if any, to coverage under and to contribution or indemnification with respect to any applicable director's and officer's insurance policy of the Corporation. (b) Each Releasor further covenants and agrees not to directly or indirectly, join, assist, instigate, aid or act in concert in any manner whatsoever with or encourage any other Person in the making of any claim or demand or in the bringing of any proceeding or action in any manner whatsoever against the Releasees or any of them with respect to the matters released or discharged pursuant to this Section 11.3 or with respect to which such Releasor agree not to make any claim or take any proceedings. (c) Each Releasor further covenants and agrees not to make or continue any claim or complaint or initiate or continue any proceeding against any Person which might be entitled to claim, pursuant to the provisions of any applicable statute or otherwise, contribution, indemnity, damages or other relief over against the Releasees or any of them arising out of or in relation to the matters released or discharged pursuant to this Section 11.3. (d) Each Releasor hereby represents, warrants and covenants that it has not assigned and will not assign to any other Person any of the Release Claims that such Releasor is releasing herein. Each Releasor confirms that no consideration given to it by any Releasee is an admission of liability or responsibility by any Releasee and any such liability or responsibility is expressly denied.

Sellers’ Release. 9.1 Effective (a) Except as provided in Section 6.05(d) below, each Seller on behalf of himself or herself and any Person who may be bound by such Seller (collectively, the “Releasing Parties”), irrevocably, unconditionally, and completely releases each member of the date hereofCompany Group, Jericho Capital Corp., Jericho Capital Corp. f/b/o SEP Xxxxxxx X. Xxxxxx, and Xxxxxxx X. Xxxxxx, individually, for itself or himself, (collectively the Seller Releasors), do hereby release, acquit, and forever discharge Xxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxx and Star Multi Care Services, Inc. and any parent, subsidiary or affiliate corporation, partnership, limited liability company, proprietorship, trust, any Affiliate or other form of business entity related directly or indirectly to the foregoingBuyer, and each of their respective heirs, administrators, executors, beneficiaries, legatees, devisees, trusts, trustees, insurers, attorneys, experts, consultants, partners, joint venturers, members, officers, directors, partners, members, managers, shareholders, Affiliates, Subsidiaries, Related Persons, agents, attorneys, employees, contractors, alter egos, agents, representatives, predecessors, successors successors, heirs, and assigns (collectively collectively, the Buyer Releasees“Released Parties”) of and from any and all Actions, controversies, cross-claims, actions, causes of action, judgments, awards, costs, expenses, attorneys feescounter-claims, debts, obligationscompensatory damages, promisesliquidated damages, representationspunitive or exemplary damages, warrantiesother damages, demandsclaims for costs and attorneys’ fees, acts, omissions, rights and liabilities, or Liabilities of any kind nature whatsoever in law and nature whatsoever, including but not limited to those at law, in equity, in tort, in contract, whether or not asserted to date, both past and present (from the beginning of the world through the date of this Agreement) and whether known or unknown, suspected or unsuspected, which have arisen, are arisingsuspected, or may in claimed against any of the future arise, directly or indirectly, fromReleased Parties which such Releasing Party, or any other matter officer, director, manager, trustee, spouse, heir, executor, administrator, successor or transaction assign of such Releasing Party, has or may have, which arise out of or are connected with the Company Group, any Affiliate of any kind member of the Company Group, or nature undertaken thereunder from any predecessor thereto (other than those arising out of or in connection with any other agreements entered into pursuant to this Agreement), whether arising under any federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance, or under any public policy, contract or tort, or under common law; or any claim for breach of contract, infliction of emotional distress, defamation, or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters (all of the beginning of time until the date hereof (the matters foregoing collectively referred to above being hereinafter referred herein as such Releasing Party’s “Released Claims”). (b) Each Releasing Party represents that he, she or it has made no assignment or transfer of any Released Claim. Each Releasing Party acknowledges and intends that his, her or its execution and delivery of this release shall be effective as a bar to as each and every one of the Buyer Released Claims, and expressly consents and agrees that this release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Released Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Released Claims); provided, howeverif any, as well as those relating to any other Released Claims hereinabove mentioned or implied. (c) Each Releasing Party agrees that nothing if he, she or it violates any provision of this Agreement, such Releasing Party will pay all costs and expenses of defending against any related or resulting suit or other Action incurred by his, her or its Released Parties, including reasonable attorneys’ fees. (d) Notwithstanding the release provided in this Release Section, nothing herein shall release Buyer Releasees operate to impair the rights and obligations under, or prevent the Releasing Party from asserting any of its obligations claim against any Released Party that such Releasing Party may have, if any, arising under this Stock Purchase Agreement or any other agreements delivered pursuant to the terms of this Agreement.

Sellers’ Release. 9.1 Effective (a) Except as provided in Section 8.05(c) below, as of the date hereofClosing, Jericho Capital Corp.each Seller on behalf of itself and any Person who may be bound by it (collectively, Jericho Capital Corp. f/b/o SEP Xxxxxxx X. Xxxxxx, and Xxxxxxx X. Xxxxxx, individually, for itself or himself, (collectively the Seller Releasors“Releasing Parties”), do hereby releaseirrevocably, acquitunconditionally and completely releases the Company, and forever discharge Xxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxx and Star Multi Care Services, Inc. and any parent, subsidiary or affiliate corporation, partnership, limited liability company, proprietorship, trust, any Affiliate or other form of business entity related directly or indirectly to the foregoingBuyer, and each of their respective heirs, administrators, executors, beneficiaries, legatees, devisees, trusts, trustees, insurers, attorneys, experts, consultants, partners, joint venturers, members, officers, directors, partners, members, managers, shareholders, Subsidiaries, agents, attorneys, employees, contractors, alter egos, agents, representatives, predecessors, successors successors, heirs, and assigns (collectively collectively, the Buyer Releasees“Released Parties”) of and from any and all Actions, controversies, cross-claims, actions, causes of action, judgments, awards, costs, expenses, attorneys feescounter-claims, debts, obligationscompensatory damages, promisesliquidated damages, representationspunitive or exemplary damages, warrantiesother damages, demandsclaims for costs and attorneys’ fees, acts, omissions, rights and liabilities, or Liabilities of any kind nature whatsoever in law and nature whatsoever, including but not limited to those at law, in equity, in tort, in contract, whether or not asserted to date, both past and present (from the beginning of the world through the date of this Agreement) and whether known or unknown, suspected or unsuspected, which have arisen, are arisingsuspected, or may in claimed against any of the future arise, directly or indirectly, fromReleased Parties which such Releasing Party, or any officer, director, manager, trustee, spouse, heir, executor, administrator, successor or assign of such Releasing Party, has or may have, which arise out of or are connected with the Company, or any predecessor thereto (other matter than those arising out of or transaction in connection with this Agreement or any other Transaction Document), whether arising under any federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance, or under any public policy, contract or tort, or under common law; or any claim for breach of contract, infliction of emotional distress, defamation, or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters (all of the foregoing collectively referred to herein as such Releasing Party’s “Released Claims”). (b) Each Releasing Party represents that he, she or it has made no assignment or transfer of any kind Released Claim. Each Releasing Party acknowledges and intends that his, her or nature undertaken thereunder from its execution and delivery of this release shall be effective as a bar to each and every one of the beginning Released Claims, and expressly consents and agrees that this release shall be given full force and effect according to each and all of time until its express terms and provisions, including those relating to unknown and unsuspected Released Claims (notwithstanding any state statute that expressly limits the date hereof (the matters referred to above being hereinafter referred to as the Buyer effectiveness of a general release of unknown, unsuspected and unanticipated Released Claims); provided, howeverif any, that nothing as well as those relating to any other Released Claims hereinabove mentioned or implied. (c) Notwithstanding the release provided in this Release Section 8.06, nothing herein shall release Buyer Releasees operate to impair the rights and obligations under, or prevent the Releasing Party from asserting any of its obligations claim against (i) any Released Party that such Releasing Party may have, if any, arising under this Stock Purchase AgreementAgreement or any other Transaction Document and any and all claims, rights and remedies hereunder or thereunder, whether at law or in equity or otherwise; (ii) the Company that such Releasing Party may have, if any, arising in connection with unpaid wages, Benefit Plans or other compensation due such Releasing Party for the portion of then-current pay period immediately prior to the Closing, (iii) any ordinary course expense reimbursement amounts owing to any individual or entity from the Company for expenses incurred prior to the Closing Date; or (iv) the Company that such Releasing Party may have, if any, arising under the certificate of formation of the Company, the LLC Agreement or any Contract between the Releasing Party and the Company, in connection with a claim brought against the Releasing Party by a third party in connection with the Releasing Party’s service as a manager or officer of the Company.

Sellers’ Release. 9.1 Effective as (i) Each Seller (on behalf of the date hereofitself, Jericho Capital Corp., Jericho Capital Corp. f/b/o SEP Xxxxxxx X. Xxxxxxits Affiliates and Subsidiaries, and Xxxxxxx X. Xxxxxxsuch person’s past, individuallypresent and future agents, for itself or himself, (collectively the Seller Releasors), do hereby release, acquit, and forever discharge Xxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxx and Star Multi Care Services, Inc. and any parent, subsidiary or affiliate corporation, partnership, limited liability company, proprietorship, trust, any Affiliate or other form of business entity related directly or indirectly to the foregoing, and each of their respective heirsattorneys, administrators, heirs, executors, spouses, trustees, beneficiaries, legateesrepresentatives, deviseessuccessors and assigns claiming by or through such Seller) (collectively, truststhe “Seller Releasors”) hereby absolutely, trusteesirrevocably and unconditionally (i) releases and forever discharges Buyer, insurersthe Target Companies and their respective Affiliates, attorneysand their respective current and former direct and indirect members, experts, consultants, partners, joint venturers, membersmanagers, officers, directors, shareholdersstockholders, partners, employees, contractorsagents, alter egos, agentsattorneys, representatives, predecessors, successors and assigns assigns, and each of them (collectively collectively, the “Buyer Releasees) of and Released Parties”), from any and all claimsclaims (including any derivative claim on behalf of any Person), actionsProceedings, expenses, charges, complaints, causes of action, judgmentssuits, awardsarbitrations, debts, damages, losses, costs, expenses, attorneys fees, debts, obligations, promises, representations, warranties, demands, acts, omissions, rights and liabilities, obligations and claims of any kind and or nature whatsoever, including but not limited to those at law, in equity, in tort, in contract, whether or not asserted to date, and whether known or unknown, suspected or unsuspected, which have arisenfixed or contingent, are arisingand whether at law or in equity, that such Seller has, had, or may have, in the future ariseany capacity, against any Buyer Released Party, whether directly or indirectlyderivatively through another Person, fromarising contemporaneously with or prior to the transactions contemplated by this Agreement, or on account of, arising out of or related to any other matter act, omission, transaction, matter, cause or transaction event occurring contemporaneously with or up to and including the Closing Date arising out of or related to the Target Companies, their respective Affiliates and their respective officers, directors and representatives and (ii) agrees not to bring or threaten to bring or otherwise join in any kind or nature undertaken thereunder from the beginning claim against any of time until the date hereof (the matters referred to above being hereinafter referred to as the Buyer Released Claims)Parties or any of them, relating to, arising out of or in connection with any facts or circumstances relating to the Target Companies or any of their respective Subsidiaries which existed on or prior to the Closing Date, including any claims relating to the entry into this Agreement; provided, however, that nothing the foregoing shall not apply to (A) any rights expressly set forth in this Release shall Agreement or any other agreement or certificate contemplated to be delivered hereunder, (B) ordinary course payments of compensation and benefits in connection with such Seller Releasor’s employment with the Target Companies, (C) as set forth on Section 8.8(a) of the Disclosure Schedules, (D) any rights to indemnification or exculpation under the Fundamental Documents of the Target Companies and their respective Subsidiaries (other than Actual Fraud or in connection with the transactions contemplated by this Agreement) and (E) any rights under any “tail” insurance policy obtained by the Target Companies pursuant to Section 8.5(b) of this Agreement or other similar insurance policy benefitting pre-Closing directors and officers of the Target Companies (collectively, clauses (A) – (E), the “Surviving Rights”). (ii) Without limiting the generality of the foregoing, each Seller Releasors waives all rights under, and acknowledges and agrees that it has read and understands and has been fully advised by its attorneys as to the contents of, Section 1542 of the Civil Code of the State of California, which provides: 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. (iii) Each Seller Releasor understands the significance of this release of unknown claims and waiver of statutory protection against a release of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this Agreement. Each Seller Releasor acknowledges that Buyer Releasees from any of its obligations under will be relying on the waiver and release provided in this Stock Purchase AgreementSection 8.8(a) in connection with entering into this Agreement and that this Section 8.8(a) is intended for the benefit of, and to grant third party rights to each Buyer Released Party to enforce this Section 8.8(a).

Sellers’ Release. 9.1 Effective as upon the Closing, each Seller, on behalf of the date hereofhimself, Jericho Capital Corp., Jericho Capital Corp. f/b/o SEP Xxxxxxx X. Xxxxxxherself or itself, and Xxxxxxx X. Xxxxxxeach of his, individuallyher or its respective Affiliates (which for the avoidance of doubt, for itself or himself, (collectively excludes the Seller ReleasorsTarget Companies), do hereby release, acquit, and forever discharge Xxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxx and Star Multi Care Services, Inc. and any parent, subsidiary or affiliate corporation, partnership, limited liability company, proprietorship, trust, any Affiliate or other form of business entity related directly or indirectly to the foregoing, and each of their respective heirsformer, current and future direct and indirect equityholders, controlling Persons, officers, partners, members, managers, directors, employees, agents, investors, attorneys, representatives, stockholders, administrators, executorsaffiliates, beneficiariesbenefit plans, legateesplan administrators, devisees, trustsinsurers, trustees, insurers, attorneys, experts, consultants, partners, joint venturers, members, officers, directors, shareholders, employees, contractors, alter egos, agents, representatives, predecessorsdivisions and subsidiaries, successors and assigns (collectively each, a “Releasor”) hereby knowingly, fully, unconditionally and irrevocably releases, acquits and forever discharges, to the Buyer Releaseesfullest extent permitted by Law, each of Buyer, Merger Sub, the Target Companies and each of their respective Affiliates, and each respective former, current and future direct and indirect equityholders, controlling Persons, officers, partners, members, managers, directors, employees, agents, investors, attorneys, representatives, stockholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions and subsidiaries, successors and assigns of the foregoing (each, a “Releasee”) of of, from and from against any and all claims, actionsActions, causes of action, claims, demands, proceedings, orders, obligations, damages, judgments, awards, costs, expenses, attorneys fees, debts, obligationsdues, promises, representations, warranties, demands, acts, omissions, rights and liabilities, of any kind and nature whatsoeverpreemptive rights, including but not limited to those at law, in equity, in tort, in contract, whether or not asserted to datestockholder rights, and whether suits of every kind, nature and description whatsoever (now known or unknown, suspected or unsuspected, primary or secondary, direct or indirect, absolute or contingent, asserted or unasserted, past or present, whether at law or equity), which have arisensuch Releasor ever had, are arising, now has or may in the future arise, directly or indirectly, from, or any other matter or transaction have by reason of any kind matter, cause or nature undertaken thereunder from thing whatsoever, in each case, arising on or prior to the beginning of time until the date hereof Closing Date (the matters referred to above being hereinafter referred to as the Buyer “Released Claims”); provided, however, that the Released Claims shall not include, and nothing in this Release shall Section 14.18 will be deemed to constitute a release Buyer Releasees from by any Releasor of, (a) any claims or rights under this Agreement or any Transaction Document, (b) if the Releasor is an officer, director or manager of any Target Company or any of their Subsidiaries, any rights to indemnification, exculpation or liability or advancement of expenses under the Organizational Documents or benefits under any directors and officers insurance policy maintained by Target Companies or any of their Subsidiaries, (c) if the Releasor is an employee of any Target Company or any of their Subsidiaries, any obligations of the Target Companies or any of their Subsidiaries with respect to accrued and earned compensation, benefits and expense reimbursement owed to the Releasor as of the Closing, including benefits under any 401(k) plan in which the Releasor participates, to the extent vested as of the Closing Date, claims incurred but unpaid under any group health benefit or other welfare benefit plan in which the Releasor participates, claims for workers’ compensation benefits or unemployment compensation benefits accrued as of the Closing Date and (d) any other claims that cannot by Law be released by private agreement. The Releasor agrees not to, and agrees to cause his, her or its obligations under this Stock Purchase Agreementrespective Affiliates, and each of their respective successors and assigns, not to, assert any such Released Claims against the Releasees based upon any matter released hereby. FOR THE PURPOSE OF IMPLEMENTING A FULL AND COMPLETE RELEASE AND DISCHARGE OF ALL CLAIMS, THE RELEASOR EXPRESSLY WAIVES ALL RIGHTS AFFORDED BY ANY STATUTE OR COMMON LAW PRINCIPLE IN ANY JURISDICTION WHICH LIMITS THE EFFECT OF A RELEASE WITH RESPECT TO UNKNOWN CLAIMS, INCLUDING, WITHOUT LIMITATION, SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH READS IN FULL 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.”